Bunker Hill Mining Corp. 10-K

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA TABLE OF CONTENTS Page Report of Independent Registered Public Accounting Firm – MNP LLP , PCAOB ID: 1930 47 Consolidated Balance Sheets, December 31, 2025 and 2024 50 Consolidated Statements of Operations for the years ended December 31, 2025 and 2024 51 Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024 52 Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2025 and 2024 53 Notes to the Consolidated Financial Statements 54-86 46 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of Bunker Hill Mining Corp.: Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of Bunker Hill Mining Corp. (the “Company”) as of December 31, 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”). In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the results of its consolidated operations and its consolidated cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. MNP LLP 50 Burnhamthorpe Road West, Suite 900, Mississauga ON, L5B 3C2 47 Critical Audit Matter Description Audit Response Valuation of Series 1, 2, & 3 Convertible Debentures (“CDs”) The 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. The calculation of the fair value of the CDs requires management to use an appropriate valuation model and incorporates estimates. This resulted in an increased extent of audit effort, including the involvement of internal valuation specialists. Due to the complexity of these CDs and the estimates and assumptions involved in the determination of fair value we consider this to be a critical audit matter. Refer to Note 3 Significant Account Policies – Use of Estimates and Assumptions and Note 10 Debt Instruments. We 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 new and amended agreements signed in the year in relation to the CDs. ● Obtained management’s assessment of the fair value of the CDs. ● With the assistance of internal valuation specialists, evaluated the reasonability of management’s model for valuing the CDs and the appropriateness of the inputs used in the model, and recalculated fair values. ● Assessed the appropriateness of the related disclosures. Valuation of Silver Loan The 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. The loan is complex in nature and is required to be fair valued on issuance date and at each reporting period. The calculation of the fair value of the Silver Loan requires management to use an appropriate valuation model and incorporates estimates. This resulted in an increased extent of audit effort, including the involvement of internal valuation specialists. Due to the complexity of the Silver Loan and the estimates and assumptions involved in the determination of fair value we consider this to be a critical audit matter. Refer to Note 3 Significant Accounting Policies – Use of Estimates and Assumptions and Note 10 Debt Instruments. We 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: ● Obtained 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. ● With the assistance of internal valuation specialists, evaluated the reasonability of management’s model for valuing the Silver Loan and the appropriateness of the inputs used in the model, and recalculated fair values. ● Assessed the appropriateness of the related disclosures. 48 Critical Audit Matter Description Audit Response Restructuring On June 5, 2025, the Company undertook a series of transactions to restructure its balance sheet. This involved both debt and capital transactions. Given the various new and amended debt and equity instruments involved, there was increased complexity in appropriately accounting for the restructuring. We 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. Refer to Note 10 Debt Instruments and Note 11 Capital Stock, Warrants and Stock Options. We responded to this matter by performing audit procedures to assess the accounting treatment of the restructuring transactions. Our audit 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. Chartered Professional Accountants Licensed Public Accountants We have served as the Company’s auditor since 2014. Mississauga, Canada March 6, 2026 49 Bunker Hill Mining Corp. Consolidated Balance Sheets (Expressed in United States Dollars) December 31, December 31, 2025 2024 ASSETS Current assets Cash $ 19,441,905 $ 3,786,277 Restricted cash (note 9) 2,975,000 4,475,000 Asset held for sale (note 6) - 40,000 Accounts receivable and prepaid expenses (note 4) 538,197 690,358 Spare parts inventory 341,004 341,004 Total current assets 23,296,106 9,332,639 Non-current assets Long-term deposit (note 5, 7) 2,692,648 254,106 Equipment (note 5) 1,472,116 1,741,981 Right-of-use assets (note 5) 595,201 758,125 Land 309,861 309,861 Bunker Hill Mine and Mining interests (note 7) 25,395,877 18,795,591 Process plant (note 6) 97,197,185 66,409,247 Total assets $ 150,958,994 $ 97,601,550 EQUITY AND LIABILITIES Current liabilities Accounts payable (note 18) $ 5,520,901 $ 14,678,901 Accrued liabilities (note 18) 1,512,819 5,210,939 Current portion of lease liability (note 8) 82,569 189,368 Deferred share units liability (note 14) 1,487,800 929,466 U.S. Environmental Protection Agency cost recovery payable (note 9) 6,000,000 3,000,000 Silver Loan (note 10) 249,000 - Stream debenture (note 10) - 4,063,253 Interest payable (notes 9 and 10) 1,035,000 522,485 Current income tax payable (note 16) 950,000 1,050,000 Total current liabilities 16,838,089 29,644,412 Non-current liabilities Lease liability (note 8) 8,913 62,282 Series 1 convertible debenture (note 10) 4,241,610 5,494,151 Series 2 convertible debenture (note 10) 8,852,012 13,898,481 Series 3 convertible debenture (note 10) 2,522,709 - Stream debenture (note 10) - 52,923,747 Silver loan (note 10) 80,701,239 31,802,708 Debt facility (note 10) 14,393,945 9,236,610 Environment protection agency cost recovery liability net of discount (note 9) 4,314,544 5,549,229 Derivative warrant liability (note 11) 75,156,975 1,125,295 Total liabilities 207,030,036 149,736,915 Shareholders’ Deficiency Preferred shares, $ 0.000001 par value, 285,715 preferred shares authorized; Nil preferred shares issued and outstanding (note 11) - - 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) 1,392 348 Additional paid-in-capital (note 11) 147,707,228 61,233,369 Accumulated other comprehensive (income) loss ( 280,926 ) ( 3,002,361 ) Accumulated deficit ( 203,498,736 ) ( 110,366,721 ) Total shareholders’ deficiency ( 56,071,042 ) ( 52,135,365 ) Total shareholders’ deficiency and liabilities $ 150,958,994 $ 97,601,550 The accompanying notes are an integral part of these consolidated financial statements. 50 Bunker Hill Mining Corp. Consolidated Statements of Loss and Comprehensive Loss (Expressed in United States Dollars) Year Ended Year Ended December 31, December 31, 2025 2024 Operating expenses (note 17) ( 13,595,412 ) ( 15,649,142 ) Other income or gain (expense or loss) Interest income 363,818 655,125 Change in derivative liability (note 11) ( 42,593,254 ) 838,378 Gain (loss) on fair value of debentures (note 10) 1,002,763 ( 890,258 ) Loss on fair value of silver loan (note 10) ( 49,386,219 ) ( 2,820,533 ) Interest expense (notes 9 and 10) ( 7,383,987 ) ( 8,091,412 ) Financing costs (note 10, 11) ( 3,414,423 ) ( 676,784 ) Gain (loss) on revaluation of stream debenture (note 10) 4,149,606 ( 230,000 ) Gain on debt modification (note 10) 468,878 1,308,062 Gain on debt settlement (note 10) 29,791,130 - Loss on debt modification (note 10) ( 2,155,718 ) - Loss on debt settlement (note 10) ( 3,449,557 ) ( 394,456 ) Loss on issuance of warrants (note 11) ( 6,469,023 ) - Loss on sale of equipment (note 6) ( 40,000 ) ( 924,820 ) Loss on foreign exchange ( 171,862 ) ( 7,004 ) Other income - 2,631 Bad debt expense (note 4) ( 248,755 ) - Loss for the year pre tax $ ( 93,132,015 ) $ ( 26,880,213 ) Current income tax expense (note 16) - ( 1,050,000 ) Deferred tax recovery (expense) (note 16) - 2,588,590 Loss for the year ( 93,132,015 ) ( 25,341,623 ) Other comprehensive income (loss), net of tax Gain (loss) on change in FV on own credit risk (note 10) 2,721,435 ( 3,811,023 ) Other comprehensive income (loss) 2,721,435 ( 3,811,023 ) Comprehensive Loss ( 90,410,580 ) ( 29,152,646 ) Loss per share of common stock Loss per share of common stock – basic (note 12) $ ( 4.09 ) $ ( 2.61 ) Loss per share of common stock – fully diluted (note 12) $ ( 4.09 ) $ ( 2.61 ) Weighted average number of shares of common stock Weighted average shares of common stock – basic (note 12) 22,747,234 9,721,282 Weighted average shares of common stock – fully diluted (note 12) 22,747,234 9,721,282 The accompanying notes are an integral part of these consolidated financial statements. 51 Bunker Hill Mining Corp. Consolidated Statements of Cash Flows (Expressed in United States Dollars) Year Ended Year Ended December 31, December 31, 2025 2024 Operating activities Net loss for the year $ ( 93,132,015 ) $ ( 25,341,623 ) Adjustments to reconcile net loss to net cash used in operating activities: Stock-based compensation (note 11,13, 14) 1,019,013 1,356,071 Settlement of DSUs (note 14) 81,116 ( 36,495 ) Depreciation expense (note 5) 538,258 393,297 Change in fair value of derivative liabilities (note 11) 42,593,254 ( 838,378 ) Change in fair value of silver loan (note 10) 49,386,219 2,820,533 Current tax expense (note 16) - 1,050,000 Deferred tax (recovery) expense (note 16) - ( 2,588,590 ) Interest expense on lease liability (note 8) 29,242 50,560 Financing costs (note 10, 11) ( 409,480 ) 155,024 Units issued for services (note 11) 1,153,347 - Loss on warrant issuance (note 11) 6,469,023 - Loss on sale of equipment (note 6) 40,000 924,820 Gain on debt settlement (note 10) ( 29,786,339 ) - Loss on debt settlement (note 11) 3,449,557 394,456 Bad debt expense (note 4) 248,755 - Loss on modification of debt (note 10) 2,155,718 - Gain on modification of debt (note 10) ( 468,878 ) ( 1,308,062 ) (Gain) loss on revaluation of stream debenture (note 10) ( 4,149,606 ) 230,000 Accretion of liabilities 4,964,883 6,010,303 Loss (gain) on fair value of convertible debt derivatives ( 1,002,763 ) 890,258 Changes in operating assets and liabilities: Accounts receivable and prepaid deposits ( 2,535,136 ) ( 96,798 ) Accounts payable ( 160,120 ) 2,456,577 Accrued liabilities ( 307,419 ) 1,043,405 Current income tax payable ( 100,000 ) - Interest payable 2,261,121 2,018,037 Net cash used in operating activities ( 17,662,250 ) ( 10,416,605 ) Investing activities Expenditures on process plant ( 36,423,940 ) ( 35,433,926 ) Expenditures on mine development ( 4,597,547 ) ( 3,913,472 ) Purchase of land ( 30,000 ) ( 309,861 ) Purchase of machinery and equipment ( 85,780 ) ( 983,719 ) Net cash used in investing activities ( 41,137,267 ) ( 40,640,978 ) Financing activities Proceeds from issuance of units, net (note 11) 61,803,983 - Proceeds from warrant exercises (note 11) 386,368 - Proceeds from compensation options (note 11) 79,518 - Proceeds from silver loan (note 10) - 26,278,261 Proceeds from Teck promissory note (note 10) 4,400,000 - Repayment of Teck promissory note (note 10) ( 4,487,160 ) - Proceeds from Loan (note 10) 3,500,000 - Repayment of Loan (note 10) ( 3,500,000 ) - Proceeds from debt facility (note 10) 11,000,000 10,000,000 Repayment of U.S. Environmental Protection Agency cost recovery payable (note 9) - ( 3,000,000 ) Lease payments (note 8) ( 227,564 ) ( 537,997 ) Net cash provided by financing activities 72,955,145 32,740,264 Net change in cash and restricted cash 14,155,628 ( 18,317,319 ) Cash and restricted cash, beginning of year 8,261,277 26,578,596 Cash and restricted cash, end of year $ 22,416,905 $ 8,261,277 Supplemental disclosures Cash interest paid $ - $ - Non-cash activities: Interest payable settled with common shares $ 2,515,243 $ 2,030,526 Deferred shared units settled with common shares 81,116 83,802 Debt settled with common shares 5,118,323 - Loan facility settled with common shares 6,044,210 - Stream settled with common shares 20,472,126 - Reconciliation from Cash Flow Statement to Balance Sheet: Cash and restricted cash, end of year $ 22,416,905 $ 8,261,277 Less restricted cash 2,975,000 4,475,000 Cash $ 19,441,905 $ 3,786,277 The accompanying notes are an integral part of these consolidated financial statements. 52 Bunker Hill Mining Corp. Consolidated Statements of Changes in Shareholders’ Deficiency (Expressed in United States Dollars) Accumulated Additional other Common stock paid-in- comprehensive Accumulated Shares Amount capital income deficit Total Balance, December 31, 2024 9,991,391 $ 348 $ 61,233,369 $ ( 3,002,361 ) $ ( 110,366,721 ) $ ( 52,135,365 ) Stock-based compensation - - 386,732 - - 386,732 Shares issued for interest payable 852,509 30 2,799,104 - - 2,799,134 Shares issued for deferred share units 17,583 1 81,114 - - 81,115 Shares issued for services 1,088,201 39 3,156,949 - - 3,156,988 Shares issued for mine acquisition 666,667 23 4,216,336 - - 4,216,359 Shares issued for restricted share units vested 159,169 5 ( 5 ) - - - Shares issued for warrant exercises 103,115 3 547,421 - - 547,424 Shares issued for compensation option exercises 26,433 1 52,080 - - 52,081 Shares issued June private placement 7,206,165 252 19,500,019 - - 19,500,271 Shares issued September private placement 12,321,429 431 16,938,648 - - 16,939,079 Compensation options - - 2,309,056 - - 2,309,056 Shares issued for debt 7,401,361 259 26,516,336 - - 26,516,595 Initial Recognition of CD1, CD2, CD3 - - 9,970,069 - - 9,970,069 Other comprehensive income - - - 2,721,435 - 2,721,435 Loss for the year - - - - ( 93,132,015 ) ( 93,132,015 ) Balance, December 31, 2025 39,834,023 $ 1,392 $ 147,707,228 $ ( 280,926 ) $ ( 203,498,736 ) $ ( 56,071,042 ) Balance, December 31, 2023 9,218,900 $ 321 $ 57,848,953 $ 808,662 $ ( 85,025,098 ) $ ( 26,367,162 ) Balance 9,218,900 $ 321 $ 57,848,953 $ 808,662 $ ( 85,025,098 ) $ ( 26,367,162 ) Stock-based compensation - - 873,076 - - 873,076 Shares issued for interest payable 674,849 24 2,427,541 - - 2,427,565 Shares issued for deferred share units 21,429 1 83,801 - - 83,802 Shares issued for restricted share units vested 76,213 2 ( 2 ) - - - Other comprehensive income - - - ( 3,811,023 ) - ( 3,811,023 ) Loss for the year - - - - ( 25,341,623 ) ( 25,341,623 ) Balance, December 31, 2024 9,991,391 $ 348 $ 61,233,369 $ ( 3,002,361 ) $ ( 110,366,721 ) $ ( 52,135,365 ) Balance 9,991,391 $ 348 $ 61,233,369 $ ( 3,002,361 ) $ ( 110,366,721 ) $ ( 52,135,365 ) The accompanying notes are an integral part of these consolidated financial statements. 53 1. Nature of operations Bunker Hill Mining Corp. (“we”, “us”, “Bunker Hill”, or the “Company”) was incorporated under the laws of the state of Nevada, U.S.A. on February 20, 2007, under the name Lincoln Mining Corp. Pursuant to a Certificate of Amendment dated February 11, 2010, the Company changed its name to Liberty Silver Corp., and on September 29, 2017, the Company changed its name to Bunker Hill Mining Corp. The Company’s registered office is located at 1802 N. Carson Street, Suite 212, Carson City, Nevada 89701, and its Canadian office is located at 300-1055 West Hastings Street, Vancouver, British Columbia, Canada, V6E 2E9. As of the date of this Form 10-Q, the Company had one subsidiary, Silver Valley Metals Corp. (“Silver Valley”, formerly American Zinc Corp.), an Idaho corporation created to facilitate the work being conducted at the Bunker Hill Mine in Kellogg, Idaho (“Bunker Hill Mine”). The Company was incorporated for the purpose of engaging in mineral exploration, and exploitation activities, and is currently focused on the development and planned operations of the Bunker Hill Mine. Bunker Hill holds a 100 % interest in the historic Bunker Hill Mine located in the town of Kellogg, Idaho. The Bunker Hill Mine previously operated between 1885 and 1981 producing over 165 million ounces of silver and 5 million tons of base metals during that time. We are currently focused on the construction of the Bunker Hill Mine mill facilities and upgrades to the Bunker Hill Mine historic underground infrastructure as well as further delineating the mine’s mineral resources. 2. Basis of presentation The consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America applicable to exploration stage enterprises. The consolidated financial statements are expressed in U.S. dollars, the Company and subsidiary Silver Valley Metals Corp.’s functional currency. 3. Significant accounting policies The following is a summary of significant accounting policies used in the preparation of these consolidated financial statements. Basis of consolidation These consolidated financial statements include the assets, liabilities and expenses of the Company and its wholly owned subsidiary, Silver Valley Metals Corp. (formerly American Zinc Corp.). All intercompany transactions and balances have been eliminated on consolidation. Cash and cash equivalents Cash and cash equivalents may include highly liquid investments with original maturities of three months or less. Mineral rights, property and acquisition costs The Company transitioned from the exploration stage to the development stage at the beginning of the fourth quarter of 2022. The Company has not yet realized any revenues from its planned operations. The Company capitalizes acquisition costs of mineral rights as intangible assets when there is sufficient evidence to support probability of generating positive economic returns in the future. Upon commencement of commercial production, the mineral rights will be amortized using the unit-of-production method over the life of the mineral rights. The costs of acquiring mining properties are capitalized upon acquisition. Mine development costs incurred to develop and expand the capacity of mines, or to develop mine areas in advance of production, are also capitalized once proven and probable reserves exist and the property is a commercially mineable property. Costs incurred to maintain current exploration or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. 54 Borrowing costs that are directly attributable to the acquisition, construction or production of an asset that takes a substantial period of time to prepare for its intended use are capitalized as part of the cost of the asset. Capitalization of borrowing costs begins when there are borrowings, and activities commence to prepare an asset for its intended use. Capitalization of borrowing costs ends when substantially all activity necessary to prepare a qualifying asset for its intended use are complete. When proceeds of project-specific borrowings are invested on a temporary basis, borrowing costs are capitalized net of any investment income. Equipment Equipment is stated at cost less accumulated depreciation. Depreciation is provided principally on the straight-line method over the estimated useful lives of the assets, which range from 3 to 10 years. The cost of repairs and maintenance is charged to expense as incurred. Upon sale or other disposition of a depreciable asset, cost and accumulated depreciation are removed from the accounts and any gain or loss is reflected in other income or gain (expense or loss). The Company periodically evaluates whether events and circumstances have occurred that may warrant revision of the estimated useful lives of equipment or whether the remaining balance of the equipment should be evaluated for possible impairment. If events and circumstances warrant evaluation, the Company uses an estimate of the related undiscounted cash flows over the remaining life of the equipment in measuring their recoverability. Leases Operating lease right of use (“ROU”) assets represent the right to use the leased asset for the lease term and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term at commencement date. As most leases do not provide an implicit rate, the Company uses an incremental borrowing rate based on the information available at the adoption date in determining the present value of future payments. 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 loss. Rental income obtained through subleases is recorded as income over the lease term and is offset against operation and administration expenses. Impairment of long-lived assets The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate the related carrying amounts may not be recoverable. The assets are subject to impairment consideration under FASB ASC 360, Property, Plant and Equipment, if events or circumstances indicate that their carrying amount might not be recoverable. When the Company determines that an impairment analysis should be done, the analysis is performed using the rules of FASB ASC 930-360-35, Extractive Activities – Mining, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets. Various factors could impact the Company’s ability to achieve forecasted production schedules. Additionally, commodity prices, capital expenditure requirements and reclamation costs could differ from the assumptions the Company may use in future production cash flow models when compared to factors used to assess impairment. The ability to achieve the estimated quantities of recoverable minerals from development stage mineral interests involves further risks in addition to those factors applicable to mineral interests where proven and probable reserves have been identified, due to the lower level of confidence that the identified mineralized material can ultimately be mined economically. 55 Fair value of financial instruments The Company adopted FASB ASC 820-10, Fair Value Measurement. This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows: ● Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ● Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. ● Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement. The 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 expenditures The operations of the Company have been, and may in the future be, affected from time to time, in varying degrees, by changes in environmental regulations, including those for future reclamation and site restoration costs. Both the likelihood of new regulations and their overall effect upon the Company vary greatly and are not predictable. The Company’s policy is to meet, or if possible, surpass standards set by relevant legislation, by application of technically proven and economically feasible measures. Environmental expenditures that relate to ongoing environmental and reclamation programs are expensed as incurred or capitalized and amortized depending on their future economic benefits. Estimated future reclamation and site restoration costs, when the ultimate liability is reasonably determinable, are charged against earnings over the estimated remaining life of the related business operation, net of expected recoveries. Income taxes The Company accounts for income taxes in accordance with Accounting Standard Codification 740, Income Taxes (“FASB ASC 740”), on a tax jurisdictional basis. The Company files income tax returns in the United States. Deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the tax bases of assets and liabilities and the consolidated financial statements reported amounts using enacted tax rates and laws in effect in the year in which the differences are expected to reverse. A valuation allowance is provided against deferred tax assets when it is determined to be more likely than not that the deferred tax asset will not be realized. The Company assesses the likelihood of the consolidated financial statements effect of a tax position that should be recognized when it is more likely than not that the position will be sustained upon examination by a taxing authority based on the technical merits of the tax position, circumstances, and information available as of the reporting date. The Company is subject to examination by taxing authorities in jurisdictions such as the United States. Management does not believe that there are any uncertain tax positions that would result in an asset or liability for taxes being recognized in the accompanying consolidated financial statements. The Company recognizes tax-related interest and penalties, if any, as a component of income tax expense. FSAB ASC 740 prescribes recognition threshold and measurement attributes for the consolidated financial statements recognition and measurement of a tax position taken, or expected to be taken, in a tax return. FASB ASC 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in periods, disclosure and transition. At December 31, 2025, December 31, 2024, the Company has not taken any tax positions that would require disclosure under FASB ASC 740. 56 Basic and diluted net (loss) income per share The Company computes net (loss) income per share in accordance with FASB ASC 260, Earnings per Share (“FASB ASC 260”). Under the provisions of FASB ASC 260, basic net (loss) income per share is computed using the weighted average number of shares of common stock outstanding during the period. Diluted net (loss) income per share is computed using the weighted average number of shares of common stock and, if dilutive, potential shares of common stock outstanding during the period. 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 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). Stock-based compensation In December 2004, FASB issued FASB ASC 718, Compensation – Stock Compensation (“FASB ASC 718”), which establishes standards for the accounting for transactions in which an entity exchanges its equity instruments for goods or services. It also addresses transactions in which an entity incurs liabilities in exchange for goods or services that are based on the fair value of the entity’s equity instruments or that may be settled by the issuance of those equity instruments. FASB ASC 718 focuses primarily on accounting for transactions in which an entity obtains employee services in share-based payment transactions. FASB ASC 718 requires that the compensation cost relating to share-based payment transactions be recognized in the consolidated financial statements. That cost will be measured based on the fair value of the equity or liability instruments issued. Restricted share units The Company estimates the grant date fair value of RSUs using the Company’s common stock at the grant date. The Company records the value of the RSUs in paid-in capital. Deferred share units (“DSUs”) The Company estimates the grant date fair value of the DSUs using the trading price of the Company’s common stock on the day of grant. The Company records the value of the DSUs owing to its directors as DSU liability and measures the DSU liability at fair value at each reporting date, with changes in fair value recognized as stock-based compensation in profit (loss). Use of estimates and assumptions Many of the amounts included in the consolidated financial statements require management to make judgments and/or estimates. These judgments and estimates are continuously evaluated and are based on management’s experience and knowledge of the relevant facts and circumstances. Actual results may differ from the amounts included in the consolidated financial statements. Areas of significant judgment and estimates affecting the amounts recognized in the consolidated financial statements include: Going concern The 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. Although, 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. 57 Accrued liabilities The Company has to make estimates to accrue for certain expenditures due to delay in receipt of third-party vendor invoices. These accruals are made based on trends, history and knowledge of activities. Actual results may be different. The Company makes monthly estimates of its water treatment costs, with a true-up to the annual invoice received from the Idaho Department of Environmental Quality (“IDEQ”). Using the actual costs in the annual invoice, the Company then reassesses its estimate for future periods. Given the nature, complexity and variability of the various actual cost items included in the invoice, the Company has used the most recent invoice as its estimate of the water treatment costs for future periods. Convertible Loans, Promissory Notes, Stream Obligation, Silver Loan and Warrants Estimating the fair value of derivative warrant liability requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the issuance. This estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the warrants derivative liability, volatility, 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 stream obligation inputs used to determine the future cash flows and effective interest for the amortized cost calculation include futures prices of minerals and expected mineral production over the life of the mine. See Note 10 for full disclosures related to the stream obligation. The fair value estimates may differ from actual fair values and these differences may be significant and could have a material impact on the Company’s balance sheets and the consolidated statements of operations. Impairment of mineral properties, plant and equipment Assets are reviewed for an indication of impairment at each reporting date. This determination requires significant judgment. Factors that could trigger an impairment review include, but are not limited to, significant negative industry or economic trends, interruptions in exploration activities or a significant drop in precious metal prices. Incremental borrowing rate Estimating the present value of minimum future lease payments requires determining the most appropriate incremental borrowing rate. The assessment of the Company’s incremental borrowing rate involves judgment regarding the cost of borrowings for the related asset. Borrowing cost capitalization rate The assessment of the Company’s incremental borrowing rate involves judgment on what qualifies as a qualifying asset and on determining the capitalization rates. 58 Concentrations of credit risk The Company’s financial instruments that are exposed to concentrations of credit risk primarily consist of its cash and restricted cash. The Company places its cash with financial institutions of high credit worthiness. At times, its cash equivalents with a particular financial institution may exceed any applicable government insurance limits. The Company’s management also routinely assesses the financial strength and credit worthiness of any parties to which it extends funds and as such, it believes that any associated credit risk exposures are limited. Risks and uncertainties The Company operates in the mineral resource exploration and mine development industry that is subject to significant risks and uncertainties, including financial, operational, and other risks associated with operating a mineral resource exploration business, including the potential risk of business failure. Foreign currency transactions The Company from time to time will receive invoices from service providers that are presenting their invoices using the Canadian dollar. The Company will use its U.S. dollars to settle the Canadian dollar liabilities and any differences resulting from the exchange transaction are reported as gain or loss on foreign exchange. Debt instruments The 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. The Company applies ASC 480 distinguishing liabilities from equity and ASC 815 derivatives and hedging in determining the appropriate accounting treatment for hybrid instruments. 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. Recent Accounting Pronouncements New 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 New 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. 59 Other accounting standards that have been issued or proposed by FASB that do not require adoption until a future date are not expected to have a material impact on the consolidated financial statements upon adoption. 4. Accounts receivable and prepaid expenses Accounts receivable and prepaid expenses consists of the following: Schedule of Accounts Receivable and Prepaid Expenses 2025 2024 December 31, December 31, 2025 2024 Prepaid expenses and deposits $ 380,288 $ 464,380 HST and interest receivable 157,909 125,978 U.S. Environment Protection Agency overpayment (note 9) - 100,000 Total $ 538,197 $ 690,358 5. Equipment and Right-of-Use asset Equipment consists of the following: Schedule of Equipment 2025 2024 December 31, December 31, 2025 2024 Equipment $ 2,538,375 $ 2,468,339 Less accumulated depreciation ( 1,066,259 ) ( 726,358 ) Equipment, net $ 1,472,116 $ 1,741,981 The 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. Right-of-use asset consists of the following: Schedule of Right-of-use Asset 2025 2024 December 31, December 31, 2025 2024 Right-of-use asset $ 1,022,716 $ 984,562 Less accumulated depreciation ( 427,515 ) ( 226,437 ) Right-of-use asset, net $ 595,201 $ 758,125 The total depreciation expense during the year ended December 31, 2025, was $ 201,078 (year ended December 31, 2024 - $ 180,652 ). The weighted 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. 60 6. Process Plant On May 13, 2022, the Company purchased a comprehensive package of equipment and parts inventory from Teck Resources Limited (“Teck”). The package comprised substantially all processing equipment of value located at the Pend Oreille mine site, including complete crushing, grinding and flotation circuits suitable for a planned ~1,500 ton-per-day operation at the Bunker Hill site, and total inventory of nearly 10,000 components and parts for mill, assay lab, conveyer, field instruments, and electrical spares. The process plant was purchased in an assembled state in the seller’s location, and included major processing systems, significant components, and a large inventory of spare parts. The Company has disassembled and transported it to the Bunker Hill site and is 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 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 were captured and capitalized as components of the asset. Process plant consists of the following: Schedule of Plant Asset Consists December 31, December 31, 2025 2024 Mill purchase, detailed engineering, and construction costs $ 94,026,121 $ 65,545,594 Capitalized interest (note 10) 4,155,884 1,848,473 Disposal of Grinding Circuits ( 984,820 ) ( 984,820 ) Process Plant $ 97,197,185 $ 66,409,247 In August 2024, the Company sold a Grinding Circuit previously purchased from Teck as part of the Pend Oreille Mill purchase for $ 20,000 recognizing a loss on sale of equipment of $ 308,273 . In September 2024, the Company reclassified two remaining Grinding Circuits as assets at $ 40,000 held for sale and recognized a loss on sale of equipment of $ 616,547 on the consolidated statements of loss and comprehensive loss. 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 HY1 2026. 7. Bunker Hill Mine and Mining Interests The Company purchased the Bunker Hill Mine in January 2022. The carrying cost of the Bunker Hill Mine is comprised of the following: Schedule of Mining Interests December 31, December 31, 2025 2024 Bunker Hill Mine purchase $ 14,247,210 $ 14,247,210 Ranger Page Property purchase 4,216,360 - Capitalized development 10,634,780 6,626,865 Sale of mineral properties (note 10) ( 4,476,498 ) ( 2,768,510 ) Land 232,000 202,000 Definition drilling 542,025 488,026 Bunker Hill Mine $ 25,395,877 $ 18,795,591 Depreciation of the Bunker Hill Mine will commence once production commences which is expected to take place in HY1 2026. 61 Land purchase and leases The Company owns a 225-acre surface land parcel valued at its original purchase price of $ 202,000 which includes the surface rights to portions of 24 patented mining claims, for which the Company already owns the mineral rights. On 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. 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. This balance ($ 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). On 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 $ 4,200,000 comprised of 666,667 shares of Bunker Hill’s common stock, subject to the below contractual escrow. Schedule of Property Acquisition Details Release Date Payment Shares Release to Vendor Parent from Contractual Escrow 6–month anniversary from December 11, 2025 66,667 Payment Shares 9–month anniversary December 11, 2025 66,667 Payment Shares 12–month anniversary of December 11, 2025 Balance of the Payment Shares ( 533,334 Payment Shares) Sale of Mineral Properties On 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. On January 17, 2025, as consideration for Sprott advancing the debt facility, as described in note 10, the Company granted a royalty for 0.5 % of life-of-mine gross revenue from mining claims considered to be historically worked, contiguous to current accessible underground development, and covered by the Company’s 2021 ground geophysical survey. A 0.35 % rate will apply to claims outside of these areas. On June 5, 2025, the 0.5 % royalty was amended to apply to both primary and secondary claims comprising the Project. A sale of mineral properties of $ 383,789 corresponding to the issuance of the royalty was recognized on the consolidated balance sheets. On December 19, 2024, as consideration for Sprott advancing the debt facility, as described in note 10, the Company granted a royalty for 0.5 % of life-of-mine gross revenue from mining claims considered to be historically worked, contiguous to current accessible underground development, and covered by the Company’s 2021 ground geophysical survey. A 0.35 % rate will apply to claims outside of these areas. On June 5, 2025, the 0.5 % royalty was amended to apply to both primary and secondary claims comprising the Project. A sale of mineral properties of $ 397,335 corresponding to the issuance of the royalty was recognized on the consolidated balance sheets. On December 12, 2024, as consideration for Sprott advancing the debt facility, as described in note 10, the Company granted a royalty for 0.5 % of life-of-mine gross revenue from mining claims considered to be historically worked, contiguous to current accessible underground development, and covered by the Company’s 2021 ground geophysical survey. A 0.35 % rate will apply to claims outside of these areas. On June 5, 2025, the 0.5 % royalty was amended to apply to both primary and secondary claims comprising the Project. A sale of mineral properties of $ 397,335 corresponding to the issuance of the royalty on the consolidated balance sheets. 62 As a result of the above transactions with Sprott, including the (i) conversion of the royalty convertible debenture into a 1.85% royalty, (ii) consideration of Sprott advancing $15,000,000 on the loan facility a 1.5% royalty was granted, and (iii) Sprott stream conversion a 1.65% royalty was granted, as of December 31, 2025 Sprott holds a 5% life-of-mine gross revenue applying to both primary and secondary claims comprising the Project. These Sprott transactions were treated as a sale of mineral interest. The portion of the mineral interest sold was determined based on an analysis of discounted life-of-mine royalty payments relative to discounted future cash flows generated from the mine net of capital and operating costs, applied to the carrying value of the Bunker Hill Mine as of above funding dates, before consideration of the sale of mineral properties. This analysis utilized a discount rate of 15% and long-term metal prices of $1.20/lb, $0.95/lb and $27.29/oz for zinc, lead and silver respectively. 8. Lease Liability As of December 31, 2025, and December 31, 2024, The Company’s undiscounted lease obligations consisted of the following: Schedule of Lease Liability 2025 2024 December 31, December 31, 2025 2024 Gross lease obligation – minimum lease payments 1 year $ 86,575 $ 200,755 2- 3 years 9,250 64,375 4-5 years - - Future interest expense on lease obligations ( 4,343 ) ( 13,480 ) Total lease liability 91,482 251,650 Current lease liability 82,569 189,368 Non-current lease liability 8,913 62,282 Total lease liability $ 91,482 $ 251,650 Interest expense for the year ended December 31, 2025, was $ 29,242 (year ended December 31, 2024, $ 50,560 ). 9. U.S. Environmental Protection Agency (“EPA”) Effective December 19, 2021, the Company entered into an amended Settlement Agreement between the Company, Idaho Department of Environmental Quality, U.S. Department of Justice, and the EPA (the “Amended Settlement”). Upon the effectiveness of the Amended Settlement, the Company would become fully compliant with its payment obligations to these parties. The Amended Settlement modified the payment schedule and payment terms for recovery of the historical environmental response costs. Pursuant to the terms of the Amended Settlement, upon purchase of the Bunker Hill Mine and the satisfaction of financial assurance commitments (as described below), the $ 19,000,000 of cost recovery liabilities were to be paid by the Company to the EPA on the following dates: Schedule of Amended Settlement Environmental Protection Agency Agreement Date Amount Within 30 days of Settlement Agreement $ 2,000,000 November 1, 2024 $ 3,000,000 November 1, 2025 $ 3,000,000 November 1, 2026 $ 3,000,000 November 1, 2027 $ 3,000,000 November 1, 2028 $ 3,000,000 November 1, 2029 $ 2,000,000 plus accrued interest In addition to the changes in payment terms and schedule, the Amended Settlement includes a commitment by the Company to secure financial assurance for the principle outstanding in the form of performance bonds or letters of credit deemed acceptable to the EPA. The financial assurance can be drawn on by the EPA in the event of non-performance by the Company of its payment obligations under the Amended Settlement (the “Financial Assurance”). The amount of the bonds will decrease over time as individual payments are made. 63 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 of December 31, 2024 and December 31, 2025. As 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. The 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. Water Treatment Charges – Idaho Department of Environmental Quality (“IDEQ”) Separate 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 that date. The Company currently makes monthly payments of $ 100,000 to the IDEQ as instalments toward the cost of treating water at the Central Treatment Plant. Upon receipt of an invoice from the IDEQ for actual costs incurred, a reconciliation is performed relative to payments made, with an additional payment made or refund received as applicable. The Company accrues $ 100,000 per month based on its estimate of the monthly cost of water treatment. As of 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. 10. Debt instruments $6,000,000 Series 1 Convertible Debenture (CD1) CD1 bore interest at an annual rate of 7.5 %, payable in cash or shares at the Company’s option on principal of $ 6,000,000 . The CD1 is secured by a pledge of the Company’s properties and assets. In August 2024, the Company and Sprott agreed to amend the maturity date of CD1 from March 31, 2026, to March 31, 2028, and that CD1 would remain outstanding until the new maturity date unless the Company elects to exercise its option of early repayment. The Company determined that the amendments to the terms of the CD1 should not be treated as an extinguishment of the CD1 and have therefore been accounted for as a modification. The CD1 was convertible into Common Shares at a price of Canadian Dollars (“C$”) C$ 10.50 per Common Share, subject to stock exchange approval. In June 2025, the Company and Sprott agreed to amend the rate of interest of CD1 reducing it from 7.5 % to 5.0 % per annum, and the current conversion price, being the U.S. dollar equivalent of C$ 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. 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 Cox-Ross-Rubenstein (“CRR”) approach. $15,000,000 Series 2 Convertible Debenture (CD2) CD2 bore interest at an annual rate of 10.5 %, payable in cash or shares at the Company’s option on principal of $ 15,000,000 . CD2 is secured by a pledge of the Company’s properties and assets. 64 In August 2024, the Company and Sprott agreed to amend the maturity date of CD2 from March 31, 2026, to March 31, 2029 , and that CD2 would remain outstanding until the new maturity date unless the Company elects to exercise its option of early repayment. The Company determined that the amendments to the terms of the CD2 should not be treated as an extinguishment of the CD2 and have therefore been accounted for as a modification. In June 2025, the Company and Sprott agreed to amend the rate of interest of CD2 reducing it from 10.5 % to 5.0 % per annum, and the current conversion price, being the U.S. dollar equivalent of C$ 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. 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. Prior to the extinguishment on June 5, 2025, the Company determined that in accordance with ASC 815 Derivatives and Hedging, each debenture will be valued and recorded as a single instrument, with the periodic changes to fair value accounted through earnings, profit and loss. Consistent with the approach above, the following table summarizes the key valuation inputs as at applicable valuation dates: Schedule of Key Valuation Inputs Reference (1)(2) Valuation date Maturity date Contractual Interest rate Stock price ($) Expected equity volatility Credit spread Risk-free rate Risk-adjusted rate CD1 note(3) 12-31-24 03-31-28 7.50 % 0.113 105 % 4.72 % 4.28 % 15.45 % CD2 note(3) 12-31-24 03-31-29 10.50 % 0.113 105 % 5.03 % 4.34 % 17.89 % (1) The CD1 carried a Discount for Lack of Marketability (“DLOM”) of 5.0 % as of the issuance date. The CD2 carried a DLOM of 10.0 % as of the issuance date. (2) CD1 carries an instrument-specific spread of 7.23 %, CD2 carries an instrument-specific spread of 9.32 % (3) The conversion price of the CD1 is $ 3.675 and $ 7.280 CD2 is $ 3.675 and $ 7.070 as of December 31, 2025 and December 31, 2024 respectively. The 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. The portion of changes in fair value that is attributable to changes in the Company’s credit risk is accounted for within other comprehensive income. During the year ended December 31, 2025, and December 31, 2024, the Company recognized $ 795,907 and $ ( 1,107,109 ) respectively, within other comprehensive income. Interest expense on the pre-extinguished CD1 from January 1, 2025 to June 5, 2025 was $ 193,459 . Interest expense on the pre-extinguished CD2 from January 1, 2025 to June 5, 2025 was $ 684,041 . For the 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 31, 2024. For 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. The 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. 65 The 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. At December 31, 2025, interest of $ 268,333 ($ 510,411 at December 31, 2024) is included in interest payable on the consolidated balance sheets. $4,000,000 Series 3 Convertible Debenture (CD3) The 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. The 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 ($ nil at December 31, 2024) is included in interest payable on the consolidated balance sheets. The Company performs quarterly testing of the covenants in the CD1, CD2, CD3 and was in compliance with all such covenants as of December 31, 2025. The Stream On June 23, 2023, all conditions were met for the closing of The Stream, and $ 46,000,000 was advanced to the Company (“The Stream”). The Stream was secured by the same security package that is in place with respect to the RCD, CD1, and CD2. The Stream was repayable by applying 10% of all payable metals sold until a minimum quantity of metal is delivered consisting of, individually, 63.5 million pounds of zinc, 40.4 million pounds of lead, and 1.2 million ounces of silver (subsequently amended, as described below). Thereafter, The Stream was repayable by applying 2% of payable metals sold. The delivery price of streamed metals was 20% of the applicable spot price. The Company incurred $ 740,956 of transactions costs directly related to The Stream which were capitalized against the initial recognition of The Stream. The Company determined that in accordance with ASC 815 derivatives and hedging, The Stream does not meet the criteria for treatment as a derivate instrument as the quantities of metal to be sold thereunder are not subject to a minimum quantity, and therefore a notional amount is not determinable. The Company has therefore determined that in accordance with ASC 470, The Stream should be treated as a liability based on the indexed debt rules thereunder. The initial recognition has been made at fair value based on cash received, net of transaction costs, and the discount rate calibrated so that the future cash flows associated with The Stream, using forward commodity prices, equal the cash received. The measurement of The Stream is accounted for at amortized cost with accretion at the discount rate. Subsequent changes to the expected cash flows associated with The Stream will result in the adjustment of the carrying value of The Stream using the same discount rate, with changes to the carrying value recognized in the consolidated statements of loss and comprehensive loss. The 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. 66 On June 5, 2025, the existing metals purchase agreement (the “Metals Purchase Agreement”) dated June 23, 2023, by and among the Company, Silver Valley, and Sprott, 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 stock; (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). $15,000,000 Debt Facility On June 23, 2023, the Company closed a $ 21,000,000 debt facility with Sprott which was available for draw at the Company’s election for a period of 2 years. Any amounts drawn will bear interest of 10 % per annum, from the later of the Funding Date and June 30, 2027, to the date of repayment in full, at the rate of per cent 15.0 % per annum, which is payable annually in cash or capitalized at the Company’s election. The maturity date of any drawings under the Debt Facility will be June 30, 2030 . For every $ 5,000,000 or part thereof advanced under the Debt Facility, the Company will grant a new 0.5% life-of-mine gross revenue royalty, on the same terms as the Royalty, to a maximum of 2.0% on the Primary Claims and 1.4% on the Secondary Claims. The Company may buy back 50% of these royalties for $ 20,000,000 . On January 31, 2025, the Company drew $ 6,000,000 on the debt facility. On January 17, 2025, the Company drew $ 5,000,000 on the debt facility. The proceeds were bifurcated between host debt and the underlying sale of mineral interest to Sprott (note 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). 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. On June 5, 2025, the Company and Sprott agreed to amend the Terms of the Debt Facility, specifically the Company agreed to changes to the interest payment mechanism, specifically the removal of capitalized interest and the insertion of the ability to pay interest via shares in addition to a $ 2,000,000 , payable at maturity of the Debt Facility on June 30, 2030 . The Company determined that the amendments to the terms of the debt facility should not be treated as an extinguishment of the debt facility and have therefore been accounted for as a modification. The Company recorded accretion expense on the debt facility of $ 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. The Company performs quarterly testing of the covenants in the Debt Facility and was in compliance with all such covenants as of December 31, 2025. 67 Silver Loan On August 8, 2024, the Company entered into definitive agreements with Monetary Metals Bond III LLC, an entity established by Monetary Metals & Co., for a silver loan in an amount of U.S. dollars equal to up to 1.2 million ounces of silver, to be advanced in one or more tranches, in support of the re-start and ongoing development of the Bunker Hill Mine (the “Silver Loan”). 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 . In connection with closing of the First Tranche, the Company issued a total of 36,588 Warrants to Monetary Metals & Co. (the “Tranche 1 Warrants”). The Tranche 1 Warrants will be exercisable until August 8, 2027, and the Exercise Price of the Tranche 1 Warrants will be C$ 5.60 . In connection with closing of the Second Tranche, the Company issued a total of 11,429 Warrants to Monetary Metals & Co. (the “Tranche 2 Warrants”). The Tranche 2 Warrants will be exercisable until August 8, 2027, and the Exercise Price of the Tranche 2 Warrants will be C$ 5.60 . In 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 . In 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 5 Warrants will be exercisable until August 8, 2027, and the Exercise Price of the Tranche 5 Warrants will be C$ 5.25 . In 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 . The Company determined that in accordance with ASC 815 Derivatives and Hedging, the Silver Loan is valued and recorded as a single instrument, with the periodic changes to fair value accounted through earnings, profit and loss. The fair value of the Silver Loan was determined using the Black-Derman-Toy (“BDT”) model. The BDT model models the evolution of interest rates over time using a binomial tree structure by capturing level of interest rates and volatility and estimates the value of the prepayment option by assessing how the borrower’s incentive to prepay changes with interest rate movements. The key inputs include: Schedule of Estimates Value of Prepayment Option by Assessing Interest Rate Movements Reference Valuation Date Maturity Date Contractual Interest Rate Interest Rate Volatility Risk-free rate Credit Spread Risk-adjusted rate Tranche 1, 2, 3, 4, & 5 Dec 31, 2024 Aug 8, 2027 15 % 26.5 % 4.23 % 4.53 % 16.54 % Tranche 6 Nov 10, 2025 Aug 8, 2027 13.5 % 25.3 % 3.60 % 7.81 % 19.20 % Tranche 1, 2, 3, 4, 5, & 6 Dec 31, 2025 Aug 8, 2027 13.5 % 24.4 % 3.47 % 11.05 % 22.32 % The resulting fair values of the Silver Loan at December 31, 2025, and December 31, 2024, were as follows: Reference Dec 31, 2025 Dec 31, 2024 Silver Loan $ 80,950,239 $ 31,802,708 68 The 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, 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 31, 2024. The Company performs quarterly testing of the covenant of the Silver Loan and was in compliance with all such covenants as of December 31, 2025. Teck Promissory Note On March 21, 2025, the Company closed an unsecured promissory note for an aggregate principal amount of up to $ 3,400,000 (the “Note”). The Note bore interest at 12 % per annum, with such interest capitalized and added to the principal amount outstanding under the Note monthly. The Note was available in multiple advances at the discretion of Teck and was paid on demand on June 6, 2025. On March 21, 2025, the Company received $ 763,000 in advance from Teck. On March 25, 2025, the Company received the remaining $ 2,325,000 on the Note from Teck. On May 21, 2025, the Note was amended to increase the aggregate principal amount to $ 4,400,000 , concurrently $ 1,000,000 was advanced from Teck under the Note. On June 6, 2025, the Company repaid principal and accrued interest, in the amount of $ 4,487,160 on the unsecured Note as amended. As of 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). $10,000,000 Teck Standby Facility On June 5, 2025, the Company closed an uncommitted demand standby prepayment credit facility with Teck for $ 10,000,000 (the “Teck Standby Facility”). The Teck Standby Facility will bear interest at a rate of 13.5 % per annum until June 30, 2027, and a rate equal to 15.0 % per annum thereafter, calculated and capitalized quarterly. The Teck Standby Facility will be available to the Company, until the earlier of (i) June 30, 2028, or (ii) the date on which the Bunker Hill project hits 90% of name plate capacity or on the date on which the Company is cash flow positive for a quarter, whichever is sooner, unless terminated earlier by Teck. As of December 31, 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. $3,500,000 Unsecured Loan With 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 lender. On September 16, 2025, the Company received $ 1,750,000 advance. On September 23, 2025, the Company received an additional $ 1,750,000 advance. On 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 ($ nil at December 31, 2024) on the consolidated balance sheets. 11. 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. Authorized The total authorized capital is as follows: ● 100,000,000 shares of common stock, with a par value of $ 0.000001 per share; and ● 285,715 preferred shares with a par value of $ 0.000001 per preferred share 69 Issued and outstanding In 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. In 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. In January 2025, the Company issued 19,213 shares of common stock in connection with settlement of RSUs. In 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. On 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 warrants. As 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. In 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. The Equity Offerings, including both the brokered and non-brokered components, were conducted on a private placement basis pursuant to applicable exemptions from the requirements of securities laws under National Instrument 45-106 – Prospectus Exemptions and the United States Securities Act of 1933, as amended (the “Securities Act”), in such other jurisdictions outside of Canada and the United States pursuant to applicable exemptions from the prospectus, registration or other similar requirements in such other jurisdictions. All securities issued pursuant to the Equity Offerings (i) are subject to a four month plus one day hold period in accordance with applicable Canadian securities laws and, if applicable, the policies of the TSX Venture Exchange (the “TSX-V”) and (ii) have not been registered under the Securities Act or any U.S. state securities laws and may not be offered or sold in the United States without registration under the Securities Act and all applicable state securities laws or compliance with requirements of an applicable exemption therefrom. The gross proceeds were bifurcated between equity and warrant liability at $ 19,500,019 (net of transaction costs of $ 918,425 ) and $ 6,279,115 respectively, as of June 5, 2025. 70 Sprott Stream Conversion On June 5, 2025, the existing metals purchase agreement (the “Metals Purchase Agreement”) dated June 23, 2023, by and among us, Silver Valley, and Sprott, 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 3 CDs”); and (iii) an additional 1.65 % life-of-mine gross revenue royalty (the “New Royalty”) on primary and secondary claims comprising the Bunker Hill Mine. Sprott Debt Settlements On 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. Additional Debt Settlements The 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. In connection with the Debt Settlements, the Company issued: (a) 21,769 Units to MineWater, for fees owed under the Financing Cooperation Agreement; (b) 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; and (c) 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 . Equity Payment Silver Valley and C & E Tree Farm, L.L.C. (“C&E”) previously entered into an option agreement dated March 3, 2023 (the “Option Agreement”), pursuant to which Silver Valley has an option to purchase certain real property in Idaho, USA, from C&E upon making a cash payment of $ 3,129,500 , subject to adjustment for lease payments made pursuant to a commercial lease agreement between the parties. The Company wanted to satisfy a portion of the purchase price payable under the Option Agreement through the issuance of equity securities. Accordingly, on June 5, 2025, the Company, Silver Valley and C&E entered into an equity payment agreement (the “Equity Payment Agreement”), pursuant to which the Company issued 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. The payment is included in long term deposits on the December 31, 2025, consolidated balance sheets. In 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. 71 On September 29, 2025, the Company, closed the brokered private placement (the “Brokered Offering”) for aggregate cash consideration of $ 37,378,645 which included participation by Teck for $ 19,494,060 . As part of the equity offering the Company incurred $ 1,350,948 of financing costs on the 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. As part of the Brokered Offering, we issued an aggregate of 12,321,429 units (“Units”) at a price of $ 3.05 per Unit. Each Unit consists of one share of 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. The Equity Offering was conducted on a private placement basis pursuant to applicable exemptions from the requirements of securities laws under National Instrument 45-106 – Prospectus Exemptions and the United States Securities Act of 1933, as amended (the “Securities Act”), in such other jurisdictions outside of Canada and the United States pursuant to applicable exemptions from the prospectus, registration or other similar requirements in such other jurisdictions. All securities issued pursuant to the Equity Offerings (i) are subject to a four month plus one day hold period in accordance with applicable Canadian securities laws and, if applicable, the policies of the TSX Venture Exchange (the “TSX-V”) and (ii) have not been registered under the Securities Act or any U.S. state securities laws and may not be offered or sold in the United States without registration under the Securities Act and all applicable state securities laws or compliance with requirements of an applicable exemption therefrom. On September 30, 2025, the Company issued 139,956 shares of common stock in connection with settlement of RSUs. 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. On 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. On October 22, 2025, the Company issued 2,372 shares of common stock in connection with a stockholder’s warrant exercise. On 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. 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. On November 14, 2025, the Company issued 78,458 shares of common stock in connection with a stockholder’s warrant exercise. On November 18, 2025, the Company issued 17,583 shares of common stock in connection with settlement of DSUs. On December 11, 2025, the Company issued 666,667 shares of common stock to acquire the Ranger Page property from Silver Dollar Resources (Idaho). 72 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. On 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. In January 2024, 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, 2023. In March 2024, the Company issued 72,756 shares of common stock in connection with settlement of RSUs. In April 2024, the Company issued 2,858 shares of common stock in connection with settlement of RSUs. In April 2024, the Company issued 182,813 shares of common stock in connection with its election to satisfy interest payments under the outstanding convertible debentures for the three months ending March 31, 2024. In July 2024, the Company issued 132,955 shares of common stock in connection with its election to satisfy interest payments under the outstanding convertible debentures for the three months ending June 30, 2024. In August 2024, in connection with closing of the First Tranche, the Company issued 36,589 Warrants to Monetary Metals & Co. The Tranche 1 Warrants will be exercisable until August 8, 2027, at an exercise price of C$ 5.60 . In October 2024, in connection with closing of the Second Tranche, the Company issued 11,429 Warrants to Monetary Metals & Co. The Tranche 2 Warrants will be exercisable until August 8, 2027, at an exercise price of C$ 5.60 . In 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. In October 2024, the Company issued 21,429 shares of common stock in connection with settlement of DSUs. In November 2024, the Company issued 600 shares of common stock in connection with settlement of RSUs. In November 2024, in connection with closing of the Third & Fourth Tranche, the Company issued 13,623 Warrants to Monetary Metals & Co. The Tranche 3 & 4 Warrants will be exercisable until August 8, 2027 , at an exercise price of C$ 4.20 . For each financing, the Company has accounted for the warrants in accordance with ASC Topic 815 Derivatives and Hedging. The warrants are considered derivative instruments as they were issued in a currency other than the Company’s functional currency of the U.S. dollar. The estimated fair value of warrants accounted for as liabilities was determined on the date of issue and marked to market at each financial reporting period. The change in fair value of the warrant is recorded in the consolidated statement of operations and comprehensive loss as a gain or loss in the change in derivative liability line item and is estimated using the Binomial model. 73 The fair value of the warrant liabilities related to the various tranches of warrants issued during the period were estimated using the Binomial model to determine the fair value using the following assumptions as at December 31, 2025 and December 31, 2024: Schedule of Fair Value of Warrant Liabilities Related to Various Tranches of Warrants Issued November 2025 warrants December 31, 2025 Grant Date Expected life 585 days 625 days Volatility 80 % 80 % Risk free interest rate 2.58 % 2.47 % Dividend yield 0 % 0 % Share price (C$) $ 8.40 $ 6.65 Fair value $ 61,680 $ 40,063 Change in derivative liability $ 21,617 - September 2025 warrants December 31, 2025 Grant Date Expected life 1733 days 1826 days Volatility 100 % 105 % Risk free interest rate 2.96 % 2.78 % Dividend yield 0 % 0 % Share price (C$) $ 8.40 $ 7.18 Fair value $ 59,278,783 $ 24,353,610 Change in derivative liability $ 34,925,173 During 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 December 31, 2025 Grant Date Expected life 887 days 1096 days Volatility 85 % 105 % Risk free interest rate 2.58 % 2.62 % Dividend yield 0 % 0 % Share price (C$) $ 8.40 $ 4.73 Fair value $ 12,357,254 $ 7,171,032 Change in derivative liability $ 5,186,222 January 2025 warrants December 31, 2025 Grant Date Expected life 585 days 943 days Volatility 80 % 105 % Risk free interest rate 2.58 % 2.85 % Dividend yield 0 % 0 % Share price (C$) $ 8.40 $ 5.78 Fair value $ 9,515 $ 7,116 Change in derivative liability $ 2,399 November 2024 warrants December 31, 2025 December 31, 2024 Expected life 585 days 950 days Volatility 80 % 95 % Risk free interest rate 2.58 % 2.96 % Dividend yield 0 % 0 % Share price (C$) $ 8.40 $ 5.43 Fair value $ 51,276 $ 32,374 Change in derivative liability $ 18,902 74 October 2024 warrants December 31, 2025 December 31, 2024 Expected life 585 days 950 days Volatility 80 % 95 % Risk free interest rate 2.58 % 2.96 % Dividend yield 0 % 0 % Share price (C$) $ 8.40 $ 5.43 Fair value $ 36,189 $ 25,881 Change in derivative liability $ 10,308 August 2024 warrants December 31, 2025 December 31, 2024 Expected life 585 days 950 days Volatility 80 % 95 % Risk free interest rate 2.58 % 2.96 % Dividend yield 0 % 0 % Share price (C$) $ 8.40 $ 5.43 Fair value $ 115,857 $ 82,857 Change in derivative liability $ 33,000 March 2023 warrants December 31, 2025 December 31, 2024 Expected life 86 days 451 days Volatility 24 % 24 % Risk free interest rate 2.58 % 2.96 % Dividend yield 0 % 0 % Share price (C$) $ 8.40 $ 5.43 Fair value $ 3,246,420 $ 915,046 Change in derivative liability $ 2,331,374 During 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. April 2022 special warrants issuance December 31, 2025 December 31, 2024 Expected life Expired 91 days Volatility N/A 70 % Risk free interest rate N/A 2.96 % Dividend yield N/A 0 % Share price (C$) $ N/A $ 5.43 Fair value $ - $ 1 Change in derivative liability $ ( 1 ) $ April 2022 non-brokered issuance December 31, 2025 December 31, 2024 Expected life Expired 91 days Volatility N/A 70 % Risk free interest rate N/A 2.96 % Dividend yield N/A 0 % Share price (C$) $ N/A $ 5.43 Fair value $ - $ 1 Change in derivative liability $ ( 1 ) $ 75 June 2022 issuance December 31, 2025 December 31, 2024 Expected life Expired 91 days Volatility N/A 70 % Risk free interest rate N/A 2.96 % Dividend yield N/A 0 % Share price (C$) $ N/A $ 5.43 Fair value $ - $ 1 Change in derivative liability $ ( 1 ) February 2021 issuance December 31, 2025 December 31, 2024 Expected life 40 days 405 days Volatility 55 % 70 % Risk free interest rate 2.58 % 2.96 % Dividend yield 0 % 0 % Share price $ 8.40 $ 5.43 Fair value $ 1 $ 44,465 Change in derivative liability $ ( 44,464 ) June 2019 issuance December 31, 2025 December 31, 2024 Expected life Expired 365 days Volatility N/A 70 % Risk free interest rate N/A 2.96 % Dividend yield N/A 0 % Share price $ N/A $ 5.43 Fair value $ - $ 9,724 Change in derivative liability $ ( 9,724 ) August 2019 issuance December 31, 2025 December 31, 2024 Expected life Expired 365 days Volatility N/A 70 % Risk free interest rate N/A 2.96 % Dividend yield N/A 0 % Share price $ N/A $ 5.43 Fair value $ - $ 14,945 Change in derivative liability $ ( 14,945 ) Warrants Schedule of Warrants Weighted Weighted Average average Number of exercise price grant date warrants (C$) value ($) Balance, December 31, 2023 4,144,628 $ 12.95 $ 3.15 Issued 61,640 5.25 2.45 Balance, December 31, 2024 4,206,268 $ 12.95 $ 3.15 Issued 16,486,818 6.65 2.80 Exercised ( 103,115 ) 5.25 1.75 Expired ( 2,098,120 ) 16.45 3.15 Balance, December 31, 2025 18,491,581 $ 6.98 $ 2.80 76 At December 31, 2025, the following warrants were outstanding: Schedule of Warrants Outstanding Exercise Price Exercise Number of Number of warrants Expiry date price (C$) warrants exercisable February 9, 2026 21.00 488,929 488,929 February 16, 2026 21.00 82,331 82,331 March 27, 2026 5.25 1,398,568 1,398,568 August 8, 2027 6.65 21,207 21,207 August 8, 2027 5.60 48,017 48,017 August 8, 2027 5.25 2,869 2,869 August 8, 2027 4.20 13,623 13,623 June 5, 2028 8.75 4,114,882 4,114,882 September 29, 2030 5.95 12,321,429 12,321,429 18,491,855 18,491,855 Compensation options For each financing in which compensation options were issued, the Company has accounted for the Compensation Options in accordance with ASC Topic 718 Compensation – Stock Compensation. The Compensation Options are considered nonemployee stock-based transactions and they meet the criteria for equity classification. The estimated fair value of the Compensation Options was determined at the grant date using the Black-Scholes valuation model, and is recorded in the consolidated statement of operations and comprehensive loss as a financing cost. At December 31, 2025, the following broker options were outstanding: Schedule of Compensation Options Weighted Number of average broker exercise price options (C$) Balance, December 31, 2023 122,890 8.40 Expired – February 2024 ( 10,029 ) 17.50 Expired – April 2024 ( 53,712 ) 10.50 Balance, December 31, 2024 59,149 $ 5.25 Balance, December 31, 2024 59,149 5.25 Issued – September 2025 (ii) 728,050 4.20 Exercised – March 2023 ( 26,433 ) 4.20 Balance, December 31, 2025 760,766 $ 4.28 (i) The grant date fair value of the March 2023 Compensation Options was estimated at $ 111,971 using the Black-Scholes valuation model with the following underlying assumptions: (ii) The grant date fair value of the September 2025 Compensation Options was estimated at $ 2,309,056 using the Black-Scholes valuation model with the following underlying assumptions: Schedule of Estimated Using Black-Scholes Valuation Model for Fair Value of Broker Options Grant Date Risk free interest rate Dividend yield Volatility Stock price Weighted average life (i) March 2023 3.4 % 0 % 120 % C$ 3.85 3 years (ii) September 2025 2.5 % 0 % 85 % C$ 7.18 2 years Schedule of Broker Exercise Price Exercise Number of Grant date Fair value Expiry date price (C$) broker options ($) March 27, 2026 (i) $ 4.20 32,718 $ 61,584 September 29, 2027 (ii) $ 4.20 728,050 $ 2,309,056 760,768 $ 2,370,640 (i) Exercisable into one March 2023 Unit. (ii) Exercisable into one share of common stock of the Company. 77 Stock options The following table summarizes the stock option activity during the years ended December 31, 2025 and 2024: Schedule of Stock Options Activity Weighted average Number of exercise price stock options (C$) Balance, December 31, 2023 256,304 $ 18.06 Granted August 1, 2024 (1) 2,500 5.60 Expired October 24, 2024 ( 45,000 ) 21.00 Expired October 31, 2024 ( 29,657 ) 11.73 Balance, December 31, 2024 184,147 $ 18.20 Expired April 20, 2025 ( 170,218 ) 19.25 Granted on October 14, 2025 (2) 17,903 7.53 Granted on October 27, 2025 (3) 20,000 6.65 Balance, December 31, 2025 51,832 $ 6.59 (i) On 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. (ii) On 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 $ 65,555 . 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. (iii) On 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 $ 44,147 . 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. The fair value of these stock options was determined on the date of grant using the Black-Scholes valuation model, and using the following underlying assumptions: Schedule of Estimated Using Black-Scholes Valuation Model for Fair value of Stock Options Risk free interest rate Dividend yield Volatility Stock price Weighted average life November 2022 3.22 % 0 % 120 % C$ 5.25 5 years August 2024 3.09 % 0 % 91 % C$ 5.60 5 years October 2025 2.74 % 0 % 85 % C$ 7.53 5 years October 2025 2.37 % 0 % 85 % C$ 6.65 2 years 78 The following table reflects the stock options issued and outstanding as of December 31, 2025: Schedule of Actual Stock Options Issued and Outstanding Number of Remaining Number of options Exercise contractual options vested Grant date price (C$) life (years) outstanding (exercisable) fair value ($) 6.65 1.82 20,000 - 44,147 5.55 1.90 11,429 11,429 37,387 5.60 3.59 2,500 2,500 7,242 7.53 4.79 17,903 - 65,555 51,832 13,929 $ 154,331 The 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). 12. Loss per Share Potentially dilutive securities include convertible debentures payable, warrants, broker options, stock options, and unvested RSU. Diluted income per share reflects the assumed exercise or conversion of all dilutive securities using the treasury stock method. Schedule of Income Per Share Year ended December 31, 2025 Year ended December 31, 2024 Net loss for the year ( 93,132,015 ) ( 25,341,623 ) Basic loss per share Weighted average number of shares of common stock - basic 22,747,234 9,721,282 Net loss per share – basic ( 4.09 ) ( 2.61 ) Net loss for the year ( 93,132,015 ) ( 25,341,623 ) Dilutive effect of convertible debentures - - Dilutive effect of warrants on net income - - Diluted net loss for the year ( 93,132,015 ) ( 25,341,623 ) Weighted average number of shares of common stock - basic 22,747,234 9,721,282 Diluted effect: Stock options and RSUs - - Weighted average number of shares of common stock - fully diluted 22,747,234 9,721,282 Net loss per share - fully diluted ( 4.09 ) ( 2.61 ) 79 13. RSU’s Effective March 25, 2020, the Board of Directors approved a RSU Plan to grant RSUs to its officers, directors, key employees and consultants. The following table summarizes the RSU activity during the years ended December 31, 2025 and 2024: Schedule of Restricted Share Units Weighted average grant date fair Number of value per share shares (C$) Unvested as at December 31, 2023 201,273 $ 8.33 Granted (i, ii) 277,726 3.83 Vested ( 76,213 ) 8.00 Forfeited ( 2,029 ) 17.50 Unvested as at December 31, 2024 400,757 $ 5.22 Granted (iii) 140,762 7.53 Vested ( 159,169 ) 5.18 Forfeited ( 50,141 ) 4.98 Unvested as at December 31, 2025 332,209 $ 6.26 (i) On January 29, 2024, the Company granted 19,216 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. (ii) On 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 loss. (iii) On 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. The 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, 2024), which is included in operation and administration expenses on the consolidated statements of loss and comprehensive loss. 14. DSU’s Effective April 21, 2020, the Board of Directors approved a DSUs Plan to grant DSUs to its directors. The DSU Plan permits the eligible directors to defer receipt of all or a portion of their retainer or compensation until termination of their services and to receive such fees in the form of cash at that time. Upon vesting of the DSUs or termination of service as a director, the director will be able to redeem DSUs based upon the then market price of the Company’s common stock on the date of redemption in exchange for cash. 80 The following table summarizes the DSU activity during the years ended December 31, 2025 and 2024: Schedule of Deferred Share Units Weighted average grant date fair Number of value per share shares (C$) Unvested as at December 31, 2023 42,728 $ 31.50 Granted (i, ii) 81,868 4.55 Vested (i) ( 114,953 ) 14.35 Unvested as at December 31, 2024 9,643 $ 5.60 Granted (iii) 36,535 7.53 Vested (ii) ( 46,178 ) 7.12 Unvested as at December 31, 2025 - $ - (i) On April 1, 2024, 54,510 DSUs were issued to the Company’s Directors which vested immediately. (ii) On October 1, 2024, 9,643 DSUs were issued to one of the Company’s Directors which vests on October 1, 2025. (iii) On October 14, 2025, 36,535 DSUs were issued to the Company’s Directors which vested immediately. In 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. In 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. The vesting of DSU’s during the year ended December 31, 2025, resulted in stock-based compensation of $ 750,815 ($ 482,994 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. 15. Commitments and contingencies EPA and IDEQ Obligations As stipulated in the agreement with the EPA and as described in Note 8, the Company is required to make two types of payments to the EPA and IDEQ, one for historical water treatment cost-recovery to the EPA, and the other for ongoing water treatment. Water treatment costs incurred through December 2021 are payable to the EPA, and water treatment costs incurred thereafter are payable to the IDEQ. The IDEQ (as done formerly by the EPA) invoices the Company on an annual basis for the actual water treatment costs, which may exceed the recognized estimated costs significantly. When the Company receives the water treatment invoices, it records any liability for actual costs over and above any estimates made and adjusts future estimates as required based on these actual invoices received. The Company is required to pay for the actual costs regardless of the periodic required estimated accruals and payments made each year. During the 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. The 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. The EPA reserves all rights to resume collection of late payments in the event discussion of a second amendment of the Amended Settlement Agreement fails. Crescent Legal Proceeding On July 28, 2021, a lawsuit was filed in the U.S. District Court for the District of Idaho brought by Crescent Mining, LLC (“Crescent” or “Plaintiff”). The named defendants include Placer Mining, Robert Hopper Jr., and the Company. The lawsuit alleges that Placer Mining and Robert Hopper Jr. intentionally flooded the Crescent Mine during the period from 1991 and 1994, and that the Company is jointly and severally liable with the other defendants for unspecified past and future costs associated with the presence of acid mine drainage in the Crescent Mine. The Plaintiff requested unspecified damages. On September 20, 2021, the Company filed a motion to dismiss Crescent’s claims against it, contending that such claims are facially deficient.  On March 2, 2022, the court granted in part and denied in part the Company’s motion to dismiss. The court granted the Company’s motion to dismiss in respect of Crescent’s cost recovery claim under CERCLA Section 107(a), and declaratory judgment, tortious interference, trespass, nuisance and negligence claims. These claims were dismissed without prejudice. The court denied the motion to dismiss filed by Placer Mining Corp. for Crescent’s trespass, nuisance and negligence claims. Crescent later filed an amended complaint on April 1, 2022. Placer Mining Corp. and Bunker Hill Mining Corp are named as co-defendants. Bunker Hill responded to the amended filing, refuting and denying all allegations made in the complaint except those that are assertions of fact as a matter of public record. The Company believes Crescent’s lawsuit is without merit and is defending the claims on behalf of itself and Placer Mining Corp. pursuant to an indemnification granted by Company of Placer Mining Corp. granted pursuant to the sale and purchase agreement executed between the companies for the Mine on December 15, 2021. During the 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. 81 16. Income taxes The components of the provision for income taxes were as follows: 2025 2024 Current Taxes U.S. federal $ - $ 1,050,000 U.S. state and local - - Foreign - - Current taxes $ - $ 1,050,000 Deferred Taxes U.S. federal $ - $ (2,001,700 ) U.S. state and local - (586,890 ) Foreign - - Deferred taxes $ - $ (2,588,590 ) Provision for income taxes $ - $ (1,538,590 ) At December 31, 2025, and December 31, 2024, the Company had no accrued interest and penalties related to uncertain tax positions. The 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: Schedule of Income Tax Provision Year Ended December 31, 2025 Year Ended December 31, 2024 (Loss) income before income taxes $ ( 93,132,015 ) $ ( 26,880,213 ) - Expected income tax (recovery) expense ( 19,557,723 ) 21.0 % ( 5,644,845 ) 21.0 % Change in estimates in respect of prior periods 1,473,299 - 1.6 % 104,648 - 0.4 % Change in tax rate - 0.0 % 135,998 - 0.5 % Change in fair value of derivative liability 8,944,583 - 9.6 % ( 176,059 ) 0.7 % Loss on warrant issuance 1,358,495 - 1.5 % - 0.0 % State and local taxes, net of federal benefit - 0.0 % ( 463,643 ) 1.7 % Convertible debentures 775,040 - 0.8 % - 0.0 % Nondeductible interest 612,379 - 0.7 % - 0.0 % Loss (gain) on debt settlement - 0.0 % 37,723 - 0.1 % Other 685,638 - 0.7 % 39,876 - 0.1 % Change in valuation allowance 5,708,289 - 6.1 % 4,427,712 - 16.5 % Total $ - 0.0 % $ ( 1,538,590 ) 5.7 % Current tax (benefit)/ expense - 1,050,000 -3.9 % Current tax (benefit) / expense - (2,588,590 ) -9.6 % Total - (1,538,590 ) -5.7 % The components of deferred tax assets and liabilities are as follows: Schedule of Deferred Tax Assets and Liabilities December 31, December 31, 2025 2024 Deferred tax assets: Net operating loss carryforwards $ 20,295,812 $ 9,692,247 Mining interests 4,856,139 7,097,179 EPA liabilities 2,712,725 2,282,217 Stream debenture - 15,212,680 Lease liabilities 24,060 67,178 Silver loan 12,198,318 - Plant and equipment 603,576 - Other deferred tax assets 1,717,659 2,489,658 Total deferred tax assets 42,408,289 36,841,159 Valuation allowance ( 42,251,751 ) ( 35,631,961 ) Total deferred tax assets 156,538 1,209,198 Deferred tax liabilities: Deferred revenue - - Convertible debentures - ( 429,087 ) Right of use assets and lease obligations ( 156,538 ) ( 202,381 ) Equipment - ( 577,730 ) Unrealized foreign exchange gain - - Total deferred tax liabilities ( 156,538 ) ( 1,209,198 ) Net deferred tax liabilities $ - $ - The potential income tax benefit of net deferred tax assets has been offset by a full valuation allowance. At December 31, 2025 and December 31, 2024, the Company has an unused net operating loss carryforward balance of $ 78,484,610 and $ 37,379,170 respectively, that is available to offset future taxable income. 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. A 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: Schedule of Ownership Change Section 382 Tax Loss Carryovers Ownership Change Date Annual Limitation December 31, 2025 December 31, 2024 June 30, 2019 $ 3,458 $ 18,336,999 $ 18,336,999 August 30, 2019 $ 16,523 $ 222,627 $ 222,627 June 5, 2025 $ 1,245,671 $ 32,207,053 ¬N/A As a result, utilization of the Company’s above net operating losses and other unrealized losses are limited on an annual basis. If 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. 82 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 months. 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 tax assets. The tax years that remain subject to examination by major taxing jurisdictions are those for the years ended December 31, 2011 through 2025. 17. Operating Expenses Schedule of Operating Expenses 2025 2024 Years Ended December 31 2025 2024 Operating expenses General administration expenses $ 10,119,252 $ 11,709,118 Salaries, wages, and consulting fees 3,476,160 3,940,024 Total $ 13,595,412 $ 15,649,142 18. Related party transactions The Company’s key management personnel have the authority and responsibility for planning, directing and controlling the activities of the Company and consists of the Company’s executive management team and management directors. Schedule of Related Party Transactions Year Ended Year Ended December 31, December 31, 2025 2024 Consulting fees, wages and bonus $ 1,379,489 $ 1,400,278 At December 31, 2025 and December 31, 2024, $ 83,058 and $ 24,658 , respectively, is owed to key management personnel with all amounts included in accounts payable and accrued liabilities. (i) 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, 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. During 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. During 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. (ii) 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. 83 During 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 31, 2025. During 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 31, 2024. (iii) During the year ended December 31, 2025, Gerbrand van Heerden (CFO) billed $ 396,739 (year ended December 31, 2024, $ 362,000 ) for wages and bonus payment for services to the Company. During 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. During 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. (iv) 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. (v) 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. In October 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 Joseph. (vi) 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. On October 14, 2025, the Company issued 18,626 DSU’s to Mark Cruise which vested immediately. On April 1, 2024, the Company issued 13,628 DSU’s to Mark Cruise which vested immediately. (vii) During the year ended December 31, 2025, Paul Smith (Director) billed $ 18,333 (year ended December 31, 2024 - $ 43,009 ) for consulting services to the Company. On April 1, 2024, the Company issued 13,628 DSU’s to Paul Smith which vested immediately. (viii) 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, 2025, $ nil is owed to Dickson Hall (December 31, 2024 - $ 21,725 ) for consulting services. On April 1, 2024, the Company issued 13,628 DSU’s to Dickson Hall which vested immediately. 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. ix) 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. Sprott Transactions In January 2025, the Company drew $ 11,000,000 on the Sprott debt facility. As a greater than 10% holder in the Company’s equity, Sprott is a related party. As consideration for Sprott advancing the debt facility the Company granted Sprott a royalty for 1.0% of life-of-mine gross revenue from mining claims considered to be historically worked, contiguous to current accessible underground development, and covered by the Company’s 2021 ground geophysical survey and a 0.70% rate will apply to claims outside of these areas. 84 In 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. On June 5, 2025, the following transactions relating to Sprott occurred: Equity Raise Participation Sprott acquired 285,715 Units in the Brokered Offering. 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. Stream Conversion On June 5, 2025, the existing metals purchase agreement (the “Metals Purchase Agreement”) dated June 23, 2023, by and among us, Silver Valley, and Sprott, 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 3 CDs”); and (iii) an additional 1.65 % life-of-mine gross revenue royalty (the “New Royalty”) on primary and secondary claims comprising the Bunker Hill Mine. Sprott Debt Settlements On June 5, 2025, we and Silver Valley entered into the debt settlement agreements with Sprott (collectively, the “Sprott Debt Settlement Agreements”), pursuant to which an aggregate of 1,819,728 shares of our common stock were issued to Sprott at the Offering Price in full satisfaction of (i) $ 487,500 of unpaid interest under the secured convertible debentures held by Sprott, and (ii) $ 6,200,000 , consisting of the principal amount of $ 6,000,000 previously advanced to us under the Debt Facility, together with an aggregate of $ 200,000 of interest accrued thereon. In 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. In 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. In 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. In 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. In 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. 85 In 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 31, 2026, to March 31, 2029, and that CD1 and CD2 would remain outstanding until the new maturity dates unless the Company elects to exercise its option of early repayment. In 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. In December 2024, the Company drew $ 10,000,000 on the debt facility. As consideration for Sprott advancing 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 and a 0.70% rate will apply to claims outside of these areas. Teck Transactions As a greater than 10% holder in the Company’s equity, Teck is a related party. On March 21, 2025, the Company closed an unsecured promissory note for an aggregate principal amount of up to $ 3,400,000 (the “Note”). The Note interest rate was set at 12 % per annum, with such interest being capitalized and added to the principal amount outstanding under the Note monthly. The Note was available in multiple advances at the discretion of Teck and is payable on demand from Teck. On March 21, 2025, the Company received $ 763,000 in advance from Teck. On March 25, 2025, the Company received $ 2,325,000 advance from Teck. On April 7, 2025, the Company received $ 312,000 advance from Teck. On May 21, 2025, the Note was amended to increase the aggregate principal amount to $ 4,400,000 , concurrently $ 1,000,000 was advanced from Teck under the Note. On June 6, 2025, the Company repaid principal and accrued interest on the full balance of the unsecured Note in the amount of $ 4,487,160 . On June 5, 2025, the Company closed a non-brokered private placement (the “Non-Brokered Offering”) with Teck Resources Limited for 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 . 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. On September 29, 2025, the Company, closed the brokered private placement (the “Brokered Offering”) for aggregate cash consideration of $ 37,378,645 which included participation by Teck for 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”). 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. 19. Segment Reporting The Company’s sole focus is the development and restart of its 100% owned Bunker Hill Mine in Idaho, USA. As of December 31, 2025, 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. Schedule of Segment Reporting Information December 31 2025 2024 Total assets $ 150,958,994 $ 97,601,550 Interest income $ 363,818 $ 655,125 Interest expense & accretion $ ( 7,383,987 ) $ ( 8,091,412 ) Loss for the year $ ( 93,132,015 ) $ ( 25,341,623 ) 20. Subsequent events Share Issuance On 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. During 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 . In February 2026 571,259 warrants expired unexercised. During 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. On 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. The 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. In 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. Concurrently 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 . The 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. 86 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE Effective September 2, 2014, the Company appointed the firm of MNP LLP, Chartered Professional Accountants, as the Company’s principal independent accountant to audit the Company’s financial statements. The Company has had no disagreements with its accountants that would require disclosure pursuant to Item 304 of Regulation S-K.