UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
☒
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the quarterly period ended March 31, 2026
OR
☐
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For
the transition period from to
Commission
file number: 333-150028
BUNKER
HILL MINING CORP.
(Exact
Name of Registrant as Specified in its Charter)
nevada
32-0196442
(State
of other jurisdiction of
incorporation or organization)
(I.R.S.
Employer
Identification
No.)
1009
McKinley Ave
Kellogg , Idaho , U.S.A.
83837
(Address
of Principal Executive Offices)
(Zip
Code)
(604)
417-7952
(Registrant’s
Telephone Number, including Area Code)
SECURITIES
REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate
by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☒ No ☐
Indicate
by check mark whether the Registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934
(“Exchange Act”) during the preceding 12 months (or for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate
by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data
File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding
12 months (or for such shorter period that the registrant was required to submit and post such files). Yes ☒ No ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller
reporting company” and “emerging growth company in Rule 12b-2 of the Exchange Act.
Large
accelerated filer ☐
Accelerated
filer ☐
Non-accelerated
filer ☒
Smaller
reporting company ☒
Emerging
Growth Company ☐
Indicate
by check mark whether the Registrant is a shell company, as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No ☒
Number
of shares of Common Stock outstanding as of May 6, 2026: 46,685,293
TABLE
OF CONTENTS
PART I – FINANCIAL INFORMATION
5
Item 1. Financial Statements
5
Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation
28
Item 3. Quantitative and Qualitative Disclosures about Market Risk
32
Item 4. Controls and Procedures
32
PART II – OTHER INFORMATION
33
Item 1. Legal Proceedings
33
Item 1A. Risk Factors
33
Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds
33
Item 3. Defaults upon Senior Securities
33
Item 4. Mine Safety Disclosure
33
Item 5. Other Information
34
Item 6. Exhibits
34
2
Reporting
Currency and Other Information
All
amounts in this report are expressed in United States (“U.S.”) dollars, unless otherwise indicated.
References
to “Bunker Hill”, the “Company,” the “Registrant”, “we,” “our,” and “us”
mean Bunker Hill Mining Corp., a Nevada corporation, our predecessors, and consolidated subsidiary, or any one or more of them, as the
context requires.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
This
Quarterly Report on Form 10-Q (this “Quarterly Report”), including “Management’s Discussion and Analysis of
Financial Condition and Results of Operations” in Item 2 of Part I of this report , contains “forward-looking statements”
within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), and “forward-looking information” within the meaning of Canadian securities
laws (collectively, “forward-looking statements”). Any statements that express or involve discussions with respect to business
prospects, predictions, expectations, beliefs, plans, intentions, projections, objectives, strategies, assumptions, future events, performance
or exploration and development efforts using words or phrases (including negative and grammatical variations) such as, but not limited
to, “expects,” “anticipates,” “plans,” “estimates,” “intends,” “forecasts,”
“likely,” “projects,” “believes,” “seeks,” or stating that certain actions, events or
results “may,” “could,” “would,” “should,” “might” or “will”
be taken, occur or be achieved, are not statements of historical fact and may be forward-looking statements. Although we believe that
our plans, intentions, and expectations reflected in these forward-looking statements are reasonable, we cannot be certain that these
plans, intentions, and expectations will be achieved. Actual results, performance or achievements could differ materially from those
contemplated, expressed or implied by the forward-looking statements contained in this Quarterly Report. Forward-looking statements in
this Quarterly Report include, but are not limited to, statements regarding the following:
●
our
business, prospects, and overall strategy;
●
progress
in the development of our Bunker Hill Mine as a profitable mining operation and the timing of that progress;
●
planned
or estimated expenses and capital expenditures, including the Bunker Hill Mine’s expected costs of construction, commissioning,
and operation and the sources of funds to pay for such costs;
●
our
ability to secure required capital, to complete the construction and commissioning of the mill facilities and the underground
infrastructure upgrades for the Bunker Hill Mine and to support corporate needs;
●
our ability to secure the sources of funds to service our debt obligations, which may require additional debt negotiations
and restructuring;
●
our
ability to uplist to a national exchange if so determined to be in the best interest of our shareholders; and the timing of any uplisting,
if so applied for;
●
our
ability to advance and complete our planned mineral resource expansion and the potential that those results will create additional
mineral resource; and
●
any
further initiatives or advancements that may be undertaken relating to the Bunker Hill Mine.
3
Forward-looking
statements are based on our current expectations and assumptions that are subject to a variety of known and unknown risks, uncertainties
and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking
statements. Factors that could cause actual results to differ from those implied by the forward-looking statements in this Form 10-Q
are more fully described within Part II, Item 1A, “Risk Factors” in this Form 10-Q and “Part I, Item 1A. Risk
Factors” in our Form 10-K. Such risks are not exhaustive. New risk factors emerge from time to time, and it is not possible to
predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor
or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking
statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements.
We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.
In
addition, statements of belief and similar statements reflect our beliefs and opinions on the relevant subject. These statements are
based upon information available to us, as applicable, as of the date of this Form 10-Q, and while we believe such information forms
a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate
that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are
inherently uncertain, and you are cautioned not to unduly rely upon these statements.
Except
as required by law, we disclaim any obligation to revise or update any forward-looking statements to reflect events or circumstances
after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. We qualify all of the forward-looking
statements contained in this Quarterly Report by the foregoing cautionary statements. We advise you to carefully review the reports
and documents we file from time to time with the U.S. Securities and Exchange Commission (the “SEC”) and with the Canadian
securities regulatory authorities, particularly our Annual Report on Form 10-K for the year ended December 31, 2025. The reports and
documents filed by us with the SEC are available at www.sec.gov and with the Canadian securities regulatory authorities under
the Company’s profile at www.sedarplus.ca .
4
PART
I – FINANCIAL INFORMATION
Item
1. Financial Statements
The
condensed interim consolidated financial statements of Bunker Hill Mining Corp., (“Bunker Hill”, the “Company”,
or the “Registrant”) a Nevada corporation, included herein were prepared, without audit, pursuant to rules and regulations
of the Securities and Exchange Commission. Because certain information and notes normally included in financial statements prepared in
accordance with accounting principles generally accepted in the United States of America (“U.S.”) were condensed or omitted
pursuant to such rules and regulations, these financial statements should be read in conjunction with the audited consolidated financial
statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2025, and all amendments thereto.
Bunker
Hill Mining Corp.
Condensed
Interim Consolidated Balance Sheets
(Expressed
in U.S. Dollars)
Unaudited
March 31,
December 31,
2026
2025
ASSETS
Current assets
Cash
$ 30,513,573
$ 19,441,905
Restricted cash (note 8)
2,975,000
2,975,000
Accounts receivable and prepaid expenses (note 3)
2,655,926
538,197
Spare parts inventory
341,004
341,004
Total current assets
36,485,503
23,296,106
Non-current assets
Long term deposit (note 4)
1,549,564
2,692,648
Equipment (note 4)
1,506,899
1,472,116
Right-of-use asset (note 4)
1,408,356
595,201
Mill Facilities (note 5)
109,791,175
97,197,185
Land (note 6)
3,249,488
309,861
Bunker Hill Mine and mining interests (note 6)
27,879,380
25,395,877
Total assets
$ 181,870,365
$ 150,958,994
DEFICIENCY AND LIABILITIES
Current liabilities
Accounts payable
$ 9,561,301
$ 5,520,901
Accrued liabilities
4,244,441
1,512,819
Current portion of lease liability (note 7)
325,300
82,569
Deferred share units liability (note 11)
1,011,941
1,487,800
Environment protection agency cost recovery payable (note 8)
6,000,000
6,000,000
Current portion of silver loan (note 9)
249,000
249,000
Interest payable (note 9)
1,404,167
1,035,000
Current income tax payable (note 13)
950,000
950,000
Total current liabilities
23,746,150
16,838,089
Non-current liabilities
Lease liability (note 7)
435,103
8,913
Series 1 convertible debenture (note 9)
4,395,869
4,241,610
Series 2 convertible debenture (note 9)
9,176,141
8,852,012
Series 3 convertible debenture (note 9)
2,644,820
2,522,709
Silver loan (note 9)
84,597,065
80,701,239
Debt facility (note 9)
14,605,050
14,393,945
Environment protection agency cost recovery liability, net of discount (note 8)
4,658,707
4,314,544
Derivative warrant liability (note 10)
45,139,588
75,156,975
Total liabilities
189,398,493
207,030,036
Shareholders’ deficiency
Preferred shares, $ 0.000001 par value, 285,715 preferred shares authorized; nil preferred shares issued and outstanding (note 10)
-
-
Common shares, $ 0.000001 par value, 100,000,000 common shares authorized; 46,613,178 and 39,834,023 shares of common stock issued and outstanding, respectively (note 10)
1,551
1,392
Additional paid-in-capital (note 10)
175,115,228
147,707,228
Accumulated other comprehensive income (loss)
729,140
( 280,926 )
Accumulated deficit
( 183,374,047 )
( 203,498,736 )
Total shareholders’ deficiency
( 7,528,128 )
( 56,071,042 )
Total shareholders’ deficiency and liabilities
$ 181,870,365
$ 150,958,994
The
accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
5
Bunker
Hill Mining Corp.
Condensed
Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
(Expressed
in United States Dollars)
Unaudited
2026
2025
Three Months Ended
March 31,
2026
2025
Operating expenses (note 14)
$ ( 3,983,505 )
$ ( 2,909,374 )
Other income or gain (expense or loss)
Interest income
119,487
63,329
Change in derivative liability (note 10)
31,063,192
462,763
Loss on fair value of convertible debentures (note 9)
-
( 78,364 )
Loss on fair value of silver loan (note 9)
( 4,905,892 )
( 6,068,932 )
Interest expense (note 7,8,9)
( 1,468,900 )
( 2,210,998 )
Financing costs (note 10)
( 706,892 )
( 7,116 )
Gain on stream debentures (note 9)
-
4,699,460
Gain (loss) on debt settlement (note 9)
9,800
( 298,713 )
(Loss) gain on foreign exchange
( 2,601 )
1,732
Income (loss) for the period before income taxes
20,124,689
( 6,346,213 )
Net income (loss) for the period
20,124,689
( 6,346,213 )
Other comprehensive income, net of tax
Gain on change in fair value on own credit risk (note 9)
1,010,066
2,032,542
Other comprehensive income
1,010,066
2,032,542
Comprehensive income (loss)
21,134,755
( 4,313,671 )
Net income (loss) per common share – basic
$ 0.48
$ ( 0.42 )
Net income (loss) per common share – fully diluted
$ 0.41
$ ( 0.42 )
Weighted average common shares – basic
41,744,344
10,212,536
Weighted average common shares – fully diluted
51,577,942
10,212,536
The
accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
6
Bunker
Hill Mining Corp.
Condensed
Interim Consolidated Statements of Cash Flows
(Expressed
in U.S. Dollars)
Unaudited
Three Months Ended
Three Months Ended
March 31, 2026
March 31, 2025
Operating activities
Net income (loss) for the period
$ 20,124,689
$ ( 6,346,213 )
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation (note 10)
( 342,256 )
133,775
Depreciation expense
127,939
161,894
Change in fair value of derivative liability
( 31,063,192 )
( 462,763 )
Change in fair value of silver loan
4,905,892
6,068,932
Interest expense on lease liability (note 7)
4,136
8,907
Financing costs
635,755
7,116
(Gain) loss on debt settlement
( 9,800 )
298,713
Gain on debt modification
-
( 4,699,460 )
Accretion of liabilities
1,152,262
1,695,679
Loss on fair value of convertible debentures
-
78,364
Changes in operating assets and liabilities:
Accounts receivable and prepaid expenses
63,703
( 394,588 )
Accounts payable
2,876,585
455,629
Accrued liabilities
2,731,622
( 329,008 )
Interest payable
262,499
487,241
Net cash provided by (used in) operating activities
1,469,834
( 2,835,782 )
Investing activities
Mill facilities
( 11,041,187 )
( 12,550,192 )
Mine improvements
( 2,493,986 )
( 1,583,445 )
Purchase of land
( 1,939,627 )
-
Purchase of machinery and equipment
( 114,680 )
-
Net cash (used in) investing activities
( 15,589,480 )
( 14,133,637 )
Financing activities
Proceeds from LIFE offering
19,195,242
-
Proceeds from warrant exercises
6,024,181
-
Proceeds from compensation option exercises
25,219
-
Proceeds from debt facility
-
11,000,000
Proceeds from Teck promissory note
-
3,095,097
Lease payments
( 53,328 )
( 55,417 )
Net cash provided by financing activities
25,191,314
14,039,680
Net change in cash
11,071,668
( 2,929,739 )
Cash, beginning of period
22,416,905
8,261,277
Cash, end of period
$ 33,488,573
$ 5,331,538
Supplemental disclosures
Non-cash activities
Financing cooperation fee settled with common shares
$ -
$ 179,998
Interest payable settled with common shares
$ 258,312
$ 510,404
Reconciliation from Cash Flow Statement to Balance Sheet:
Cash and restricted cash end of period
$ 33,488,573
$ 5,331,538
Less restricted cash
2,975,000
2,975,000
Cash end of period
$ 30,513,573
$ 2,356,538
The
accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
7
Bunker
Hill Mining Corp.
Condensed
Interim Consolidated Statements of Changes in Shareholders’ Deficiency
(Expressed
in U.S. Dollars)
Unaudited
Accumulated
Additional
other
Common stock
paid-in-
comprehensive
Accumulated
Shares
Amount
capital
income
deficit
Total
Balance, December 31, 2025
39,834,023
$ 1,392
$ 147,707,228
$ ( 280,926 )
$ ( 203,498,736 )
$ ( 56,071,042 )
Stock-based compensation
-
-
133,603
-
-
133,603
Shares issued share consolidation
71
-
-
-
-
-
Shares issued for interest payable
45,098
1
258,531
-
-
258,532
Shares
issued for deferred share units
Shares
issued for deferred share units
Shares
issued for services
Shares
issued for services, shares
Shares issued for mine acquisition
Shares issued for mine acquisition, shares
Shares issued September private placement
Shares issued September private placement, shares
Shares issued for debt
Shares issued for debt, shares
Initial Recognition of CD1, CD2, CD3
Shares issued for restricted share units vested
122,277
-
-
-
-
-
Shares issued for warrant exercises
2,013,178
38
13,027,585
-
-
13,027,623
Shares issued for compensation option exercises
34,673
1
25,219
-
-
25,220
Shares issued March private placement
4,563,858
119
13,327,307
-
-
13,327,426
Compensation options
-
-
635,755
-
-
635,755
Other comprehensive income
-
-
-
1,010,066
-
1,010,066
Income for the year
-
-
-
-
20,124,689
20,124,689
Balance, March 31, 2026
46,613,178
$ 1,551
$ 175,115,228
$ 729,140
$ ( 183,374,047 )
$ ( 7,528,128 )
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
)
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
)
Income (loss)
-
-
-
-
( 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
39,834,023
$
1,392
$
147,707,228
$
( 280,926
)
$
( 203,498,736
)
$
( 56,071,042
)
The
accompanying notes are an integral part of these consolidated financial statements.
8
Bunker
Hill Mining Corp.
Notes
to the Condensed Interim Consolidated Financial Statements (Unaudited)
Three
Months Ended March 31, 2026
(Expressed
in U.S. Dollars)
1.
Nature and Continuance 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.
Significant Accounting Policies
Basis
of Presentation
The
accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared in accordance with accounting
principles generally accepted in the U.S. and the rules and regulations of the U.S. Securities and Exchange Commission for interim financial
information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial
position, results of operations, shareholders’ deficiency, or cash flows. It is management’s opinion, however, that all material
adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation.
The unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s Annual Report
on Form 10-K, which contains the annual audited consolidated financial statements and notes thereto, together with the Management’s
Discussion and Analysis, for the year ended December 31, 2025. The interim results for the period ended March 31, 2026 are not necessarily
indicative of the results for the full fiscal year. The unaudited condensed interim consolidated financial statements are presented in
United States dollars, which is the Company’s functional currency.
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make
estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes for items such as mineral
reserves, useful lives and depreciation methods, potential impairment of long-lived assets, sale of mineral properties for the accounting
of the conversion of the royalty convertible debenture (the “RCD”), deferred income taxes, settlement pricing of commodity
sales, fair value of stock based compensation, accrued liabilities, estimation of asset retirement obligations and reclamation liabilities,
convertible debentures, stream obligation, and warrants. Estimates are based on historical experience and various other assumptions that
the Company believes to be reasonable. Actual results could differ from those estimates.
3.
Accounts receivable and prepaid expenses
Accounts
receivable and prepaid expenses consists of the following:
Schedule
of Accounts Receivable and Prepaid Expenses
March 31,
December 31,
2026
2025
Prepaid expenses, deposits, and other receivables
$ 474,494
$ 380,288
Warrant exercise proceeds receivable
$ 2,181,432
$ -
U.S. Environment Protection Agency overpayment (note 8)
-
157,909
Total
$ 2,655,926
$ 538,197
9
4.
Equipment, Right-of-Use Asset
Equipment
consists of the following:
Schedule of Equipment
March 31,
December 31,
2026
2025
Equipment
$ 2,653,056
$ 2,538,375
Less accumulated depreciation
( 1,146,157 )
( 1,066,259 )
Equipment, net
$ 1,506,899
$ 1,472,116
The
total depreciation expense relating to equipment during the three months ended March 31, 2026, and March 31, 2025, was $ 79,898 and $ 118,206 ,
respectively.
Right-of-use
asset consists of the following:
Schedule of Right-of-use Asset
March 31,
December 31,
2026
2025
Right-of-use asset
1,883,914
1,022,716
Less accumulated depreciation
( 475,558 )
( 427,515 )
Right-of-use asset, net
$ 1,408,356
$ 595,201
The
total depreciation expense during the three months ended March 31, 2026, and March 31, 2025, was $ 47,843
and $ 43,688 ,
respectively. The Company is a party primarily to lease contracts for mining related mobile equipment. Included in long-term deposit
is a down payment for additional mining-related mobile equipment which the Company intends to lease from Caterpillar Inc.
5.
Mill Facilities
On
May 13, 2022, the Company purchased a comprehensive package of equipment and parts inventory from Teck Resources Limited (“Teck”)
a related party as of June 5, 2025 (note 15). 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 it, transported it to the Bunker Hill site, and reassembled
it. The Company determined that the transaction would be accounted for as
an asset acquisition, with the process plant representing a single asset, with the exception of the inventory of spare parts, which has
been separated out on the condensed interim consolidated balance sheets as a non-current asset. As the plant was demobilized, transported
and reassembled, installation and other costs associated with these activities were captured and capitalized as components of the
asset.
Mill facilities consists of the following:
Schedule
of Mill facilities
March 31,
December 31,
2026
2025
Process Plant
$ 95,908,414
$ 84,704,196
Filter Plant
10,281,432
9,310,327
Paste Plant
3,601,329
3,182,662
Mill facilities
$ 109,791,175
$ 97,197,185
In
2025, the Company scrapped a griding circuit, classified as asset held for sale, recognizing a loss on sale of equipment of $ 40,000 on
the consolidated statements of income (loss) and comprehensive income (loss). Included in the process plant is $ 4,534,389 and $ 4,155,884 of capitalized interest as of March 31, 2026, and December
31, 2025 respectively.
Depreciation
expense will commence once the mill facilities is placed in service, which is expected to take place in second half of 2026.
6.
Bunker Hill Mine and Mining Interests
The
Company purchased the Bunker Hill Mine (the “Mine”) in January 2022.
The
carrying cost of the Mine is comprised of the following:
Schedule
of Mining Interests
March
31,
December
31,
2026
2025
Bunker
Hill Mine purchase
$
14,247,210
$
14,247,210
Ranger
Page Property purchase
4,216,360
4,216,360
Capitalized
development
13,079,014
10,634,780
Sale
of mineral properties (note 9)
( 4,476,498
)
( 4,476,498
)
Land
232,000
232,000
Definition
drilling
581,294
542,025
Bunker
Hill mine
$
27,879,380
$
25,395,877
10
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 owns the mineral rights.
On
March 3, 2023, the Company entered into a lease agreement with C & E Tree Farm LLC for the lease of a land parcel overlaying a
portion of the Company’s existing mineral claims package. The Company is committed to making monthly payments of $ 10,000
through February 2026. The Company had 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. In February 2026 the Company exercised its option to purchase the land
paying the remaining purchase price of $ 1,939,620 after deducting payments previous made of $ 1,000,000 which was reclassed from long
term deposit to land in the quarter ending March 31, 2026 .
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 – Royalties
On
June 5, 2025, as consideration for Sprott stream conversion as described in note 9, 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 interim consolidated balance sheets.
On
January 17, 2025, as consideration for Sprott advancing the debt facility, as described in note 9, 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 on the interim consolidated balance sheets.
As of March 31, 2026 Sprott holds a 5% life-of-mine gross revenue applying
to both primary and secondary comprising the Project as
a result of various 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.
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.
11
7.
Lease Liability
As
of March 31, 2026, and December 31, 2025, The Company’s undiscounted lease obligations consisted of the following:
Schedule of Lease Liability
March 31,
December 31,
2026
2025
Gross lease obligation – minimum lease payments
1 year
$ 246,939
$ 86,575
2- 3 years
409,800
9,250
4-5 years
133,196
-
Future interest expense on lease obligations
( 29,532 )
( 4,343 )
Total lease liability
760,403
91,482
Current lease liability
325,300
82,569
Non-current lease liability
435,103
8,913
Total lease liability
760,403
91,482
Interest
expense for the three months ended March 31, 2026, and March 31, 2025, was $ 4,136 and $ 8,907 respectively.
8.
Environmental Protection Agency (“EPA”) Settlement Agreement and Water Treatment Liabilities
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.
During
the year ended 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, 2025 and March 31, 2026.
As
of March 31, 2026, and December 31, 2025, 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 March 31, 2026 and December 31, 2025 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.
12
The
Company recorded accretion expense on the liability of $ 344,163 and $ 408,013 for the three months ended March 31, 2026 and March 31,
2025, respectively, bringing the net liability to $ 10,658,707 (previously accrued interest of $ 156,743 ) as of March 31, 2026.
Water
Treatment Charges – Idaho Department of Environmental Quality (“IDEQ”)
Separate
to the cost recovery liability pursuant to the EPA Settlement Agreement, the Company has agreed to pay ongoing water treatment charges.
The Company is currently charged a monthly amount of $ 100,000 by the IDEQ as instalments toward the cost of treating water at the CTP.
Upon receipt of an invoice from the IDEQ for actual CTP costs incurred, a reconciliation is performed relative to payments made, with
an additional amount due or refund received as applicable.
9.
Promissory Notes Payable, Convertible Debentures, and Silver Loan
$6,000,000
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
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.
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
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.
13
The
gain (loss) on changes in fair value of convertible debentures recognized on the condensed interim consolidated statements of income
(loss) and comprehensive income (loss) during the three months ended March 31, 2026 and March 31, 2025, was $ nil and $ 78,364 , 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 three ended March 31, 2026, and March 31, 2025, the Company recognized $ nil and $ 540,898 respectively, within other
comprehensive income. Interest expense on the pre-extinguished CD1 and CD2 for the three months ended March 31, 2025 was $ 499,315 .
The
Company recorded accretion expense on host debt of CD1 of $ 154,259 and $ nil for the three months ended March 31, 2026 and March 31, 2025
respectively, bringing the net liability to $ 4,395,869 as of March 31, 2026.
The
Company recorded accretion expense on host debt of CD2 of $ 324,130 and $ nil for the three months ended March 31, 2026 and March 31, 2025
respectively, bringing the net liability to $ 9,176,141 as of March 31, 2026.
At
March 31, 2026 interest of $ 262,500 ($ 268,333 at December 31, 2025) is included in interest payable on the condensed interim consolidated
balance sheets. For the three months ended March 31, 2026, and March 31, 2025, the Company recognized $ 9,800 and $( 284,741 ), respectively,
gain (loss) on debt settlement on the condensed interim consolidated statements of income (loss) and comprehensive income (loss) as a
result of settling interest by issuance of shares.
$4,000,000
Series 3 Convertible Debenture (“CD3”)
The
Company closed the $ 4,000,000 CD3 on June 5, 2025 (note 15). 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 $ 0.105 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 debt and the conversion option were fair valued using a binomial lattice methodology based on a modified CRR
approach.
The
Company recorded accretion expense on host debt of CD3 of $ 122,112 and $ nil for the three months ended March 31, 2026 and March 31, 2025,
bringing the net liability to $ 2,644,820 as of March 31, 2026. At March 31, 2026, interest of $ nil ($ nil at December 31, 2025) is included
in interest payable on the condensed interim 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 March 31,
2026.
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 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 obligation 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 obligation 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 obligation using the same discount rate, with changes to the carrying value recognized in the condensed interim consolidated
statements of income (loss) and comprehensive income (loss).
14
The
Company determined the effective interest rate of the Stream obligation to be 10.6 % and recorded accretion expense on the liability of
$ nil and $ 945,295 for the three months ended March 31, 2026 and March 31, 2025 respectively recognized in the consolidated statement
of (loss) and comprehensive (loss), accretion expense on the liability of $ nil and $ 563,705 for the three months ended March 31, 2026
and March 31, 2025 respectively, capitalized into the process plant (note 5) on the condensed interim consolidated balance sheets and
gain (loss) on revaluation of the liability of $ nil and $ 4,669,460 for the three months ended March 31, 2026 and March 31, 2025, 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.
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 Streaming, pursuant to which Sprott Streaming 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 6) on primary and secondary claims comprising
the Bunker Hill Mine.
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”).
In
June 2025, the Company and Monetary Metals & Co. agreed to amend the rate of interest of the silver loan reducing it from 15 %
to 13.5 %
effective August 9, 2025. In consideration for Monetary Metals’ participation in the June 5, 2025 restructuring transactions of
Bunker Hill and Silver Valley, Bunker Hill agreed to pay the following fees to Monetary Metals: a fee in the amount of $ 249,000
due and payable on August 8, 2025 and $ 249,000
due and payable on August 8, 2026. The Company determined that
the amendments to the terms of the Silver Loan should not be treated as an extinguishment of the Silver Loan and have therefore been
accounted for as a modification. 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 .
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. BDT 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 1-6
Dec 31, 2025
Aug 8, 2027
13.5 %
24.4 %
3.47 %
7.78 %
19.04 %
Tranche 1-7
Mar 31, 2026
Aug 8, 2027
13.5 %
30.0 %
3.72 %
8.87 %
20.38 %
15
The
resulting fair values of the Silver Loan at March 31, 2026, and December 31, 2025, were as follows:
Reference
March 31, 2026
December 31, 2025
Silver Loan
$ 84,846,065
$ 80,950,239
The
loss on changes in fair value of Silver Loan recognized on the condensed interim consolidated statements of income (loss) and
comprehensive income (loss) during the three months ended March 31, 2026, and March 31, 2025, were $ 4,905,892
and $ 6,068,932
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 three months ended March 31, 2026, were $ ( 1,010,066 ) ,
and $ 1,491,644 related to 3 month ended March 31, 2025 .
The
Company performs quarterly testing of the covenant of the Silver Loan and was in compliance with all such covenants as of March 31, 2026.
$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 6). 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 6). 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 6). 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.
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 $ 207,600
and $ 281,005
for the three months ended March 31, 2026 and March 31, 2025 respectively, and accretion on the liability of $ 378,505 and $ 244,535
for the three months ended March 31, 2026 and March 31, 2025, respectively capitalized into the process plant bringing the net
liability to $ 15,745,647
as of March 31, 2026. At March 31, 2026, interest of $ 1,141,667
($ 766,667
at December 31, 2025) is included in interest payable on the condensed interim 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 March 31,
2026.
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 on the unsecured Note. As of March 31, 2026, the
principal and interest outstanding on the unsecured Note is $ nil ($ nil at December 31, 2025) on the condensed interim consolidated
balance sheets. Interest expense for the three months ended March 31, 2026 and March 31, 2025, was $ nil and $ 7,097 , respectively.
16
$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 March 31, 2026,
and December 31, 2025, no advances have been made on the facility. The Company determined that no recognition is required on the financial
statements as of March 31, 2026, as no amount has been drawn from the facility.
Interest expense for the three months ended March
31, 2026, and March 31, 2025, was $ nil and $ 7,097 respectively.
10.
Capital Stock, Warrants, Stock Options and Restricted Share Units
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.
Issued
and outstanding
2026
transactions
In
January 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.
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
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. The gross proceeds were bifurcated between equity and warrant liability at $ 15,154,557 and $ 5,867,816 respectively.
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.
The
Company incurred $ 706,892 of financing costs on the condensed interim consolidated statements of income (loss) for the three months
ended March 31, 2026, and $ 1,825,661 of financing costs in contributed surplus on the condensed interim consolidated balance sheets.
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 .
17
During
the month of March 2026, the Company issued 1,644,886 and 67,951 shares of common stock in connection with a stockholder’s warrant
and compensation option exercises, respectively.
In
March 2026, the Company issued 122,277 shares of common stock in connection with settlement of RSUs.
In
March 2026 263,096 warrants
expired unexercised.
2025 transactions
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 income (loss) and comprehensive income
(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 income (loss) and comprehensive income (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.
18
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 land as of March 31, 2026 and 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.
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 income (loss) and comprehensive income (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 income (loss) and comprehensive income (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.
19
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).
20
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.
The
Company has accounted for the warrants in accordance with ASC Topic 815. 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 condensed interim consolidated statements of income (loss) and comprehensive income (loss) as a gain
or loss and is estimated using the Binomial model.
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 March 31, 2026 and December 31, 2025:
Schedule
of Fair Value of Warrant Liabilities Related
to Various Tranches of Warrants Issued
March 2026 warrants
March
31, 2026
Grant
Date
Expected life
1070 days
1096 days
Volatility
90 %
90 %
Risk free interest rate
2.87 %
2.58 %
Dividend yield
0 %
0 %
Share price (C$)
$ 5.75
$ 7.175
Fair value
$ 4,224,654
$ 5,867,816
Change in derivative liability
$ ( 1,643,162 )
September 2025 warrants
March
31, 2026
December
31, 2025
Expected life
1643 days
1733 days
Volatility
100 %
100 %
Risk free interest rate
3.05 %
2.96 %
Dividend yield
0 %
0 %
Share price (C$)
$ 5.75
$ 8.31
Fair value
$ 33,962,365
$ 59,278,783
Change in derivative liability
$ ( 25,316,418 )
June 2025 warrants
March
31, 2026
December
31, 2025
Expected life
797 days
887 days
Volatility
90 %
85 %
Risk free interest rate
2.82 %
2.58 %
Dividend yield
0 %
0 %
Share price (C$)
$ 5.75
$ 8.31
Fair value
$ 6,622,069
$ 12,357,254
Change in derivative liability
$ ( 5,735,185 )
November 2025 warrants
March
31, 2026
December
31, 2025
Expected life
495 days
585 days
Volatility
90 %
80 %
Risk free interest rate
2.82 %
2.58 %
Dividend yield
0 %
0 %
Share price (C$)
$ 5.75
$ 8.31
Fair value
$ 32,192
$ 61,680
Change in derivative liability
$ ( 29,488 )
21
January 2025 warrants
March
31, 2026
December
31, 2025
Expected life
495 days
585 days
Volatility
90 %
80 %
Risk free interest rate
2.82 %
2.58 %
Dividend yield
0 %
0 %
Share price (C$)
$ 5.75
$ 8.31
Fair value
$ 5,134
$ 9,515
Change in derivative liability
$ ( 4,381 )
November 2024 warrants
March
31, 2026
December
2025
Expected life
495 days
585 days
Volatility
90 %
80 %
Risk free interest rate
2.82 %
2.58 %
Dividend yield
0 %
0 %
Share price (C$)
$ 5.75
$ 8.31
Fair value
$ 28,919
$ 51,276
Change in derivative liability
$ ( 22,357 )
October 2024 warrants
March
31, 2026
December 2025
Expected life
495 days
585 days
Volatility
90 %
80 %
Risk free interest rate
2.82 %
2.58 %
Dividend yield
0 %
0 %
Share price (C$)
$ 5.75
$ 8.31
Fair value
$ 19,185
$ 36,189
Change in derivative liability
$ ( 17,004 )
August 2024 warrants
March
31, 2026
December 2025
Expected life
495 days
585 days
Volatility
90 %
80 %
Risk free interest rate
2.82 %
2.58 %
Dividend yield
0 %
0 %
Share price (C$)
$ 5.75
$ 8.31
Fair value
$ 61,417
$ 115,857
Change in derivative liability
$ ( 54,440 )
March 2023 warrants
March
31, 2026
December
31, 2025
Expected life
Expired
86 days
Volatility
N/A
24 %
Risk free interest rate
N/A
2.58 %
Dividend yield
N/A
0 %
Share price (C$)
$ N/A
$ 8.31
Fair value
$ -
$ 3,246,420
Change in derivative liability
$ ( 3,246,420 )
February 2021 issuance
March 31,
2026
December 31,
2025
Expected life
Expired
40 days
Volatility
N/A
55 %
Risk free interest rate
N/A
2.58 %
Dividend yield
N/A
0 %
Share price
$ 8.40
$ 8.40
Fair value
$ -
$ 1
Change in derivative liability
$ ( 1 )
22
Outstanding
warrants at March 31, 2026 and December 31, 2025 were as follows:
Schedule
of Outstanding
Warrants
Weighted
Weighted
average
average
Number of
exercise price
grant date
warrants
(C$)
value ($)
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
18,491,851
$ 6.98
$ 2.80
Balance, December 31, 2025
18,491,851
$ 6.98
$ 2.80
Issued
2,290,730
10.50
2.57
Exercised
( 2,013,178 )
5.25
1.75
Expired
( 834,355 )
16.03
4.87
Balance, March 31, 2026
17,935,048
$ 7.20
$ 2.79
At
March 31, 2026, the following warrants were outstanding:
Schedule
of Warrants Outstanding Exercise Price
Exercise
Number of
Number of
warrants
Expiry date
price (C$)
warrants
exercisable
August 8, 2027
6.65
21,207
21,207
August 8, 2027
5.60
48,017
48,017
August 8, 2027
5.25
2,869
2,869
August 8, 2027
4.20
13,623
13,623
June 5, 2028
8.75
4,114,882
4,114,521
September 30, 2030
5.95
11,452,521
11,452,521
March 5, 2029
10.50
2,281,929
2,281,929
17,935,048
17,935,048
Compensation
options
At
March 31, 2026, and December 31, 2025 the following broker options were outstanding:
Schedule
of Compensation Options
Weighted
Number of
average
broker
exercise price
options
(C$)
Balance, December 31, 2024
59,149
$ 5.25
Issued – September 2025 (i)
728,050
4.20
Expired – March 2023
( 26,433 )
4.20
Balance, December 31, 2025
760,766
4.28
Balance, December 31, 2025
760,766
4.28
Issued – March 2026 (ii)
258,271
6.30
Exercised – September 2025
( 1,957 )
4.20
Exercised – March 2023
( 32,716 )
4.20
Balance, March 31, 2026
984,364
4.75
(i)
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:
(ii)
The
grant date fair value of the March 2026 Compensation Options was estimated at $ 635,755 using the Black-Scholes valuation model with
the following underlying assumptions:
23
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) September 2025
2.5 %
0 %
85 %
C$ 7.17
2 years
(ii) March 2026
2.5 %
0 %
80 %
C$ 7.17
2 years
Schedule of Broker Exercise
Price
Exercise price
Number of
Grant date
Fair value
Expiry date
(C$)
broker options
($)
September 29, 2027 (i)
$ 4.20
726,093
$ 2,309,056
March 5, 2028 (ii)
$ 6.30
258,271
$ 635,755
i)
Exercisable
into one share of common stock of the Company
ii)
Exercisable
into one share of common stock of the Company.
Stock
options
Outstanding
stock options at March 31, 2026, and December 31, 2025 were as follows:
Schedule
of Stock Options Activity
Weighted
average
Number of
exercise price
stock options
(C$)
Balance, December 31, 2024
184,147
$ 18.20
Expired April 20, 2025
( 1701,218 )
$ 19.25
Granted October 14, 2025
17,903
$ 7.53
Granted October 27, 2025
20,000
$ 6.65
Balance, December 31, 2025
51,832
$ 6.59
Balance, March 31, 2026
51,832
$ 6.59
The
following table reflects the stock options issued and outstanding as of March 31, 2026:
Schedule
of Actual Stock Options Issued and Outstanding
Number of
Exercise
remaining
Number of
options
Grant date
price
contractual
options
vested
fair value
(C$)
life (years)
outstanding
(exercisable)
($)
5.60
0.84
11,429
11,429
37,387
6.65
1.58
20,000
20,000
44,147
5.25
1.65
11,429
11,429
37,387
7.53
4.54
17,903
-
65,555
51,832
33,929
$ 154,330
The
vesting of stock options during the three months ending March 31, 2026, and March 31, 2025, resulted in stock based compensation expense
of $ 22,785 and $ 1,786 , respectively.
24
Restricted
Share Units
Effective
March 25, 2020, the Board of Directors approved a Restricted Share Unit (“RSU”) Plan to grant RSUs to its officers, directors,
key employees and consultants.
Outstanding
RSUs at March 31, 2026 and December 31, 2025, were as follows:
Schedule of Restricted Share Units
Weighted
average
grant date
fair value
Number of
per share
shares
(C$)
Unvested as at December 31, 2024
400,757
$ 5.22
Granted (i, ii)
140,762
$ 7.53
Vested
( 159,169 )
$ 5.18
Forfeited
( 50,141 )
$ 4.98
Unvested as at December 31, 2025
332,209
$ 6.26
Unvested as at December 31, 2025
332,209
$ 6.26
Vested
( 122,276 )
$ 5.34
Forfeited
( 44,523 )
7.55
Unvested as at March 31, 2026
165,410
$ 6.58
(i)
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 $ 84,566 and $ nil
for the three months ended March 31, 2026 and March 31, 2025, which is included in operation and administration expenses on the consolidated
statements of income (loss) and comprehensive income (loss).
The
vesting of RSU’s during the three months ending March 31, 2026, and March 31, 2025, resulted in stock based compensation expense
of $ 110,817 and $ 182,776 , respectively.
11.
Deferred Share Units
Effective
April 21, 2020, the Board of Directors approved a Deferred Share Unit (“DSU”) 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 Share on the date of redemption in exchange for cash.
Outstanding
DSUs at March 31, 2026 and December 31, 2025 were as follows:
Schedule of Deferred Share Units
Weighted
average
grant date
fair value
Number of
per share
shares
(C$)
Unvested as at December 31 2024
9,643
$ 5.60
Granted
36,535
$ 7.53
Vested
( 46,178 )
$ 7.12
Unvested as at December 31, 2025
-
$
-
Unvested as at March 31 2026
-
$ -
The
vesting of DSU’s during the three months ending March 31, 2026, and March 31, 2025, resulted in recovery of stock based compensation
expense of $ 475,859 and $ 50,786 , respectively. The fair value of each DSU is $ 4.13 as of March 31, 2026, and $ 5.95 as of December 31,
2025.
25
12.
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
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. Discussions continued through the first quarter of 2026 and remain ongoing.
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 2025, the Company attended a mediation session with the plaintiff. The lawsuit continues
to advance through the discovery and pre-trail phase, in which information is gathered and exchanged.
13.
Deferred Tax liability
A
valuation allowance is provided for deferred tax assets for which it is more likely than not that the related tax benefits will not be
realized. The Company analyzes its deferred tax assets and, if it is determined that the Company will not realize all or a portion of
its deferred tax assets, it will record or increase a valuation allowance. Conversely, if it is determined that the Company will likely
ultimately be able to realize all or a portion of the related benefits for which a valuation allowance has been provided, all or a portion
of the related valuation allowance will be reduced.
14.
Operating Expenses
Schedule
of Operating Expenses
2026
2025
Three Months Ended
March 31
2026
2025
Operating expenses
General administration expenses
$ 2,379,409
$ 2,109,037
Salaries, wages, and consulting fees
1,604,096
800,337
Total
3,983,505
2,909,374
26
15.
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
Three Months
Ended
Three Months
Ended
March 31, 2026
March 31, 2025
Consulting fees & wages
$ 1,122,858
$ 264,208
At
March 31, 2026, and March 31, 2025, $ 23,892 and $ 46,100 respectively is owed to key management personnel with all amounts included in
accounts payable and accrued liabilities.
Sprott
Transactions
In
January 2026, the Company issued 42,950 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, 2025.
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.
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
Streaming 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 Streaming, pursuant to which Sprott Streaming 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
Streaming Debt Settlements
On
June 5, 2025, we and Silver Valley entered into the debt settlement agreements with Sprott Streaming (collectively, the “Sprott
Debt Settlement Agreements”), pursuant to which an aggregate of 1,819,728 shares of our common stock were issued to Sprott Streaming
at the Offering Price in full satisfaction of (i) $ 487,500 of unpaid interest under the secured convertible debentures held by Sprott
Streaming, 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.
27
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.
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.
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.
16.
Geographic and Segment Information
The
Company has one reportable operating segment. The Company’s primary focus is the development and restart of our 100 % owned Bunker
Hill Mine in Kellogg, Idaho, U.S. The Company reported no revenues during the three months ended March 31, 2026, and 2025.
17.
Subsequent Events
Equity
Transactions
On
April 1, 2026, the Company issued 72,115 shares of common stock in connection with its election to satisfy interest payments under the
outstanding convertible debentures for the three months ended March 31, 2026.
On April 10, 2026, the Company granted 163,674 RSU
to certain directors, officers, and employees of the Company. The RSUs will vest in one-third increments on April 10, 2027, April 10,
2028, and April 10, 2029, with each RSU vesting into one share of common stock.
On April 10, 2026, the Company granted Stock Options to purchase up to an aggregate of 12,402 Common Shares. The
Options expire on April 10, 2031 , and have an exercise price of C$ 5.60 per underlying Common Share based on the closing price of the Common
Shares on the TSX on April 9, 2026. The Options will vest in one-third increments on April 10, 2027, April 10, 2028, and April 10, 2029.
On May 6, 2026, the Company granted 10,564 RSU to
certain director of the Company. The RSUs will vest in one-third increments on May 6, 2027, May 6, 2028, and May 6, 2029, with each RSU
vesting into one share of common stock.
New Director
On May 6, 2026, the Company appointed Mark Child to its Board of Directors.
Item
2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation
The following management’s discussion and
analysis of the consolidated financial results and condition of Bunker Hill Mining Corp. (collectively, “we,” “us,”
“our,” “Bunker Hill” or the “Company”) for the three months ended March 31, 2026, has been prepared
based on information available to us as of November 12, 2025. This discussion should be read in conjunction with the unaudited Condensed
Consolidated Financial Statements and notes thereto included herewith and the audited Consolidated Financial Statements of Bunker Hill
for the year ended December 31, 2025, and the related notes thereto filed with our Annual Report on Form 10-K, which have been prepared
in accordance with U.S. GAAP. This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and
assumptions. Our actual results, performance, or achievements may differ materially from those anticipated in these forward-looking statements
as a result of many factors, including, but not limited to, those set forth elsewhere in this report. See “Cautionary Note Regarding
Forward-Looking Statements.”
28
All
currency amounts are expressed in U.S. dollars.
Description
of Business
Corporate
Information
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. On February
11, 2010, the Company changed its name to Liberty Silver Corp and subsequently, 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, V6E 2E9, and its telephone number is
604.417.7952. The Company’s website is www.bunkerhillmining.com. Information appearing on the website is not incorporated by reference
into this report.
Overview
and Outlook
Our
primary focus is the development and restart of our 100% owned Bunker Hill Mine (the “Bunker Hill Mine”) in Kellogg, Idaho,
USA. The Bunker Hill Mine was the largest single producing mine by tonnage in the Silver Valley region of northwest Idaho, producing
over 165 million ounces of silver and 5 million tons of base metals between 1885 and 1981. The Bunker Hill Mine is located within Operable
Unit 2 of the Bunker Hill Superfund site (EPA National Priorities Listing IDD048340921), where cleanup activities have been completed.
The
Company was incorporated for the initial purpose of mineral exploration at the Bunker Hill Mine. The Company has moved into the development
stage concurrent with (i) purchasing the mine and a process plant, (ii) completing successive technical and economic studies, including
an early-stage analysis that assesses the viability of a potential mining project, providing a preliminary assessment of its economic
and technical feasibility (“Prefeasibility Study”), (iii) delineating mineral reserves, and (iv) advancing the construction
of the facilities for commissioning and operations in the first half of 2026, with nameplate 1,800 tons per day production expected in
2026.
Current
External Factors Impacting our Business
In
2022, the United States Geological Survey included zinc as one of the primary metals at Bunker Hill along with lead and silver as a critical
material that is essential to the U.S. economy and national security. Zinc uses include incorporation in metal products, rubber and medicines.
About three-fourths of zinc used is consumed as metal, mainly as a coating to protect iron and steel from corrosion (galvanized metal),
as alloying metal to make bronze and brass, as zinc-based die casting alloy, and as rolled zinc.
Due
to the dominance of China over certain critical materials production, including zinc, the U.S. government is taking certain actions to
support the domestic critical materials supply chain, including tax incentives and federal loan programs specifically designed to support
critical materials producers, and to strengthen the defense industrial base with respect to critical minerals. During 2025, we have monitored the many federal actions of President Trump and his Administration, including executive orders covering
critical minerals and materials, including zinc. On January 20, 2025, President Trump issued the “Unleashing American Energy”
Executive Order, which included (1) several urgent critical mineral directives, including the immediate review of all agency actions
that potentially burden the development of domestic energy resources with particular attention to critical minerals; (2) directing the
Secretary of Energy to ensure that critical mineral projects, including the processing of critical minerals, receive consideration for
federal support; and (3) directing the Secretary of Defense to consider the needs of the U.S. in supplying and maintaining the national
defense stockpile to provide a robust supply of critical minerals, which will create jobs and prosperity at home, strengthen supply chains
for the U.S. and its allies, and reduce the global influence of malign and adversarial states.
In
March 2025, President Trump issued the “Immediate Measures to Increase American Mineral Production” Executive Order. In this
Executive Order, President Trump directed the federal agencies, including the Export – Important Bank of the US (“EXIM”),
to unlock the permitting, funding and issuance of off-take agreements for critical minerals. The Executive Order includes near-term actions
to be determined and implemented by the federal agencies to mobilize capital for mineral producers and create off-take agreements for
the strategic stockpiling of minerals critical to the United States’ defense, technology and energy.
29
Since
early 2025, the Trump Administration has announced several potential and/or increased tariffs
and other trade restrictions on the imports to the United States. These restrictions are in response to China’s export restrictions
in critical minerals as well as other general trade negotiations with other nations. These tariffs and trade restrictions may have an
impact on the Company’s ability to secure materials for construction or operations of our project, and could result in additional
support by the U.S. government in creating a diversified secure U.S. supplies of critical metals, including the future production of
the Bunker Hill Mine.
In
addition, the impacts of other external influences (such as the Russia/Ukraine war and conflicts in the Middle East, including the
Israel war and Iran war) have further focused the U.S. government on the importance of implementing secure domestic supply chains, including for
critical and base metal materials. The Company monitors and continues to pursue the participation in these initiatives as they are
critical to the production of domestic defense and other technologies.
Results
of Operations
The
following discussion and analysis provides information that is believed to be relevant to an assessment and understanding of the results
of operation and financial condition of the Company for the three months ended March 31, 2026, and March 31, 2025.
Comparison
of the three months ended March 31, 2026, and 2025
Revenue
During
the three months ended March 31, 2026, and 2025, respectively, we generated no revenue.
Expenses
During
the three months ended March 31, 2026, and 2025, we reported total operating expenses of $3,983,505 and $2,909,374, respectively.
The increase in total operating expenses was primarily due to the Company expanding as it prepares for commercial production. We anticipates expenses to continue to increase in future periods as the company expands its operations.
Net
Income and Comprehensive Income
We
had net income of $20,124,689 for the three months ending March 31, 2026, compared to a loss of $6,346,213 for the three months ended
March 31, 2025. Net income for the three months ended March 31, 2026, was impacted by a gain on revaluation of warrant liabilities of
$31,063,192 for the three months ended March 31, 2026, compared to a gain of $462,763 for the three months ended March 31, 2025. Income
was offset by loss on the fair value of the silver loan of 4,905,892 for the three months ended March 31, 2026, compared to 6,068,932
for the three months ended March 31, 2025 and financing costs of $706,892 ($7,116 for the three months ended March 31, 2025) relating
to an equity raise that occurred during the three months ended March 31, 2026.
We
had a comprehensive income of $21,134,755 and a comprehensive loss of $4,313,671 for the three months ended March 31, 2026, and
March 31, 2025, respectively. Comprehensive income (loss) for the three months ending March 31, 2026, and March 31, 2025, is
inclusive of $1,010,066 and $2,032,542 gain on change in fair value on own credit risk, respectively.
Liquidity
and Capital Resources
Current
Assets and Total Assets
As of March 31, 2026, the Company
had total current assets were $36,485,503, compared to total current assets of $23,296,106 at December 31, 2025 – an increase
of $13,189,397; and total assets of $181,870,365, compared to total assets of $150,958,994 at December 31, 2025 – an increase
of $30,911,371. During the three months ended March 31, 2026, our current and non-current assets increased due to warrant exercises
and an equity financing that occurred partially offset by cash expenditures on the process plant, filter plant, paste plant, and mine development
at the Bunker Hill Mine.
30
Current
Liabilities and Total Liabilities
As
of March 31, 2026, our total current liabilities of $23,746,150 and total liabilities of $189,398,493, compared to total current liabilities
of $16,838,089 and total liabilities of $207,030,036 at December 31, 2025.
Total
liabilities decreased due to change in derivative liabilities of $ 31,063,192
in the three months ended March 31, 2026, compared to $462,763 in the same period in 2025 which was driven by a decrease in Bunker
Hill Mining Corp.’s stock, which is the key input into the valuation of the warrants. Which was partially offset by an
increase in accounts payable and accrued liabilities due to timing of expenses and payments and the $3,895,826 increase in the fair
value of the silver loan due to the change in inputs, including an increase in the silver price during the three months ended March
31, 2026.
As
of March 31, 2026, our total liabilities include $45,139,588 of warrants that are classified as a liability under US GAAP, as the instrument
is exposed to foreign currency risks other than the changes in the value of the entity’s equity because the strike price of the
warrants is denominated in C$ versus US$. Although classified as a liability, it does not represent a future cash outflow to the Company.
The Company will settle any warrant exercises received with the issuance of our own shares together with the receipt of cash for those
warrants exercised.
Working
Capital and Shareholders’ deficiency
As
of March 31, 2026, we had working capital of $12,739,353 and a shareholders’ deficiency of $7,528,128, compared to working
capital of $6,458,017 and shareholders deficiency of $56,071,042, respectively, as of December 31, 2025. The improvement in working
capital and shareholders deficiency from December 31, 2025 to March 31, 2026 is primarily the result of an equity financings from a
brokered and non-brokered private placement, and a decrease in the derivatives warrant liability. We believe we have sufficient working capital to fund our planned operations for the next 12 months.
Cash
Flow
During
the three months ended March 31, 2026, we had a net cash increase of $11,071,668, primarily due to cash provided by financing activities,
specifically proceeds from the issuance of shares of common stock, offset by cash used in operating and investing activities primarily
related to expenditures on the process plant, filter plant, paste plant, and mine development at the Bunker Hill Mine.
Subsequent
Events
Equity
Transactions
On
April 1, 2026, the Company issued 72,115 shares of common stock in connection with its election to satisfy interest payments under the
outstanding convertible debentures for the three months ended March 31, 2026.
On April 10, 2026, the Company granted 163,674 RSU
to certain directors, officers, and employees of the Company. The RSUs will vest in one-third increments on April 10, 2027, April 10,
2028, and April 10, 2029, with each RSU vesting into one share of common stock.
On April 10, 2026, the Company granted Stock Options
to purchase up to an aggregate of 12,402 Common Shares. The Options expire on April 10, 2031, and have an exercise price of C$5.60 per
underlying Common Share based on the closing price of the Common Shares on the TSX on April 9, 2026. The Options will vest in one-third
increments on April 10, 2027, April 10, 2028, and April 10, 2029.
On May 6, 2026, the Company granted 10,564 RSU to
certain director of the Company. The RSUs will vest in one-third increments on May 6, 2027, May 6, 2028, and May 6, 2029, with each RSU
vesting into one share of common stock.
New Director
On May 6, 2026, the Company appointed Mark Child to its Board of Directors.
Critical
accounting estimates
The
preparation of the interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates
and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements
and reported amounts of expenses during the reporting period. Estimates and judgments are continuously evaluated and are based on management’s
experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual
outcomes can differ from these estimates. The key sources of estimation uncertainty that have a significant risk of causing material
adjustment to the amounts recognized in the financial statements are:
Share-based
payments
Management
determines costs for share-based payments using market-based valuation techniques. The fair value of the share awards and warrant liabilities
are determined at the date of grant using generally accepted valuation techniques and for warrant liabilities at each balance sheets
date thereafter. Assumptions are made and judgment used in applying valuation techniques. These assumptions and judgments include estimating
the future volatility of the stock price and expected dividend yield. Such judgments and assumptions are inherently uncertain. Changes
in these assumptions affect the fair value estimates.
31
Convertible
Loans, Promissory Notes, Stream Obligation 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 and dividend yield and making assumptions about them.
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, discount for lack of marketability, credit spread.
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.
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,
and expected volatility in minerals prices.
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. 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.
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 IDEQ. Using the
actual costs in the annual invoice, the Company will then reassess 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.
Incremental
Borrowing rate
The
Company estimates the incremental borrowing rate to determine the present value of future lease payments. Actual results may be different
from estimates.
Borrowing
Cost Capitalization rate
The
Company makes estimates to determine the percentage of borrowing costs that are capitalized into property plant and equipment. Actual
results may be different.
Off-Balance
Sheet Arrangements
The
Company has no off-balance sheet arrangements.
Item
3. Quantitative and Qualitative Disclosures about Market Risk
Not
applicable.
Item
4. Controls and Procedures
Evaluation
of Disclosure Controls and Procedures
At the end of the period covered by this quarterly
report on Form 10-Q for the three months ended March 31, 2026, an evaluation was carried out under the supervision of and with the
participation of our management, including the Chief Executive Officer (principal executive officer) (“CEO”) and Chief Financial
Officer (principal financial officer) (“CFO”), of the effectiveness of the design and operations of our disclosure controls
and procedures (as defined in Rule 13a-15(e) and Rule 15d-15(e) under the Exchange Act). Based on that evaluation, the
CEO and the CFO have concluded that as of the end of the period covered by this quarterly report, our disclosure controls and procedures
were effective in ensuring that: (i) information required to be disclosed by us in reports that we file or submit to the SEC under
the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in applicable rules and forms and
(ii) material information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to
our management, including our CEO and CFO, as appropriate, to allow for accurate and timely decisions regarding required disclosure.
Internal
Control Over Financial Reporting
There has been no change in our internal control over financial reporting during the three months ended March 31,
2026, that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
32
PART
II – OTHER INFORMATION
Item
1. Legal Proceedings
Other
than as described below, neither the Company nor its property is the subject of any current, pending, or threatened legal proceedings.
The Company is not aware of any other legal proceedings in which any director, officer or affiliate of the Company, any owner of record
or beneficially of more than 5% of any class of the Company’s voting securities, or any associate of any such director, officer,
affiliate or security holder of the Company, is a party adverse to the Company or any of its subsidiaries or has a material interest
adverse to the Company or any of its subsidiaries.
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. The lawsuit continues to
advance through the discovery and pre-trail phase, in which information is gathered and exchanged.
Item
1A. Risk Factors
The
Company’s business, reputation, results of operations and financial condition, as well as the price of the Company’s
common stock, can be affected by a number of factors, whether currently known or unknown, including those described in Part I, Item
1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Form 10-K”)
as filed with the Securities and Exchange Commission on March 6, 2026. When any one or more of these risks materialize from time to time, the Company’s business, reputation, results of operations
and financial condition, as well as the price of the Company’s common stock, can be materially and adversely affected. There
have been no material changes to the risk factors disclosed in our Form 10-K.
Item
2. Unregistered Sales of Equity Securities and Use Of Proceeds
All unregistered sales of equity securities during
the period covered by this report were previously reported by us in our current reports on Form 8-K.
Repurchases of Equity Securities
Except as set forth in the table below, during the three months ended
March 31, 2026, we did not repurchase any of our equity securities.
Period
(a)
Total number of
shares (or units)
purchased
(b)
Average price
paid per share
(or unit)
(c)
Total number of
shares (or units)
purchased as part of
publicly announced
plans or programs
(d)
Maximum number (or
approximate dollar
value) of shares (or
units) that may yet
be purchased under
the plans or programs
March, 2026
34,542 Restricted Stock Units
$ 4.20
0
0
(1) Restricted Stock Units repurchased pursuant to the terms of
the resignation of the Company’s former Chief Financial Officer.
Item
3. Defaults upon Senior Securities
None.
Item
4. Mine Safety Disclosure
Pursuant
to Section 1503(a) of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”),
issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required
to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations,
issued under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) by the Mine Safety and Health Administration
(the “MSHA”), as well as related assessments and legal actions, and mining-related fatalities.
33
The
following table provides information for the three months ended March 31, 2026:
Mine
Mine Act §104 Violations (1)
Mine Act §104(b) Orders (2)
Mine Act §104(d) Citations and Orders (3)
Mine Act §110(b)(2) Violations (4)
Mine Act §107(a) Orders (5)
Proposed Assessments from MSHA (In dollars $)
Mining Related Fatalities
Mine Act §104(e) Notice (yes/no) (6)
Pending Legal Action before Federal Mine Safety and Health Review Commission (yes/no)
Bunker Hill Mine
1
0
0
0
0
$ 151
0
0
No
(1)
The
total number of violations received from MSHA under §104 of the Mine Act, which includes citations for health or safety standards
that could significantly and substantially contribute to a serious injury if left unabated.
(2)
The
total number of orders issued by MSHA under §104(b) of the Mine Act, which represents a failure to abate a citation under §104(a)
within the period of time prescribed by MSHA.
(3)
The
total number of citations and orders issued by MSHA under §104(d) of the Mine Act for unwarrantable failure to comply with mandatory
health or safety standards.
(4)
The
total number of flagrant violations issued by MSHA under §110(b)(2) of the Mine Act.
(5)
The
total number of orders issued by MSHA under §107(a) of the Mine Act for situations in which MSHA determined an imminent danger
existed.
(6)
A
written notice from the MSHA regarding a pattern of violations, or a potential to have such pattern under §104(e) of the Mine
Act.
Item
5. Other Information
a) On March 6. 2026, the Company entered into an RSU Settlement Agreement
with Gerbrand Van Heerdan, its former Chief Financial Officer, in connection with his resignation as the Company moves towards operations
at its Bunker Hill mine in Idaho and consolidation of its executive team in the United States. Pursuant to the terms of the RSU Settlement
Agreement, the Company agreed to pay Mr. Van Heerdan $147,177 for 34,542 Restricted Stock Units awarded to him under the Company’s
Restated Restricted Stock Unit Incentive Plan (the “Plan”) which were outstanding for less than one year and therefore could
not vest in accordance with the terms of the Plan.
(b) None.
(c) During the quarter ended March 31, 2026, none
of our directors or officers adopted, modified, or terminated any “Rule 10b5-1 trading arrangement” or
“non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Item
6. Exhibits
Exhibit No.
Description
3.1
Second Amended and Restated Articles of Incorporation of Bunker Hill Mining Corp., effective as of June 5, 2025 (incorporated by reference to Exhibit 3.1 to the Form S-1/A filed on August 5, 2025)
3.1.1
Certificate of Amendment, effective as of December 11, 2025 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on December 12, 2025)
3.1.2
Certificate of Change, effective on March 6, 2026 (incorporated by reference to Exhibit 3.1.2 to the 10-K filed on March 6, 2026)
3.2
Amended and Restated Bylaws of Liberty Silver Corp., dated as of December 21, 2012 (incorporated by reference to Exhibit 3.6 to the Form 8-K filed on December 28, 2012)
4.1
Form of Warrant Certificate, dated as of February 2021 (incorporated by reference to Exhibit 4.2 to Amendment No. 3 to the Form S-1 filed on January 25, 2023)
4.2
Special Warrant Indenture, dated as of March 27, 2023, by and between Bunker Hill Mining Corp. and Capital Transfer Agency ULC, as warrant agent (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on March 31, 2023)
4.3
Warrant Indenture, dated as of March 27, 2023, by and between Bunker Hill Mining Corp. and Capital Transfer Agency ULC, as warrant agent (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on March 31, 2023)
4.4
Supplemental Warrant Indenture, dated as of June 6, 2024, by and among Bunker Hill Mining Corp., Capital Transfer Agency ULC, and Computershare Trust Company of Canada (incorporated by reference to Exhibit 4.1 to the Form 10-Q filed on July 30, 2024)
4.5
Form of Bunker Hill Mining Corp. Non-Transferable Common Stock Purchase Warrant (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on August 14, 2024)
4.6††
Warrant Indenture, dated as of June 5, 2025, by and between Bunker Hill Mining Corp. and Computershare Trust Company of Canada, as warrant agent (incorporated by reference to Exhibit 10.27 to the Form S-1/A filed on August 5, 2025)
4.7††
Warrant Indenture, dated September 29, 2025, between Bunker Hill Mining Corp. and Computershare Trust Company of Canada (incorporated by reference to the Form 8-K filed on September 29, 2025)
4.8*††
Warrant Indenture, dated March 5, 2026, between Bunker Hill Mining Corp. and Computershare Trust Company of Canada
10.1
Form of Subscriber Form, dated March 5, 2026, between Bunker Hill Mining Corp. and the investors party thereto (incorporated by reference to Exhibit 10.8 to the Form 10-K filed on March 6, 2026)
10.2*
RSU Settlement Agreement between Bunker Hill Mining Corp. and Gerbrand Van Heerden dated March 6, 2026
31.1*
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
31.2*
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, as amended
32.1*
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2*
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS (1)
Inline XBRL Instance Document
101.SCH (1)
Inline XBRL Taxonomy Extension
Schema Document
101.CAL (1)
Inline XBRL Taxonomy Extension
Calculation Linkbase Document
101.DEF (1)
Inline XBRL Taxonomy Extension
Definition Linkbase Document
101.LAB (1)
Inline XBRL Taxonomy Extension
Label Linkbase Document
101.PRE (1)
Inline XBRL Taxonomy Extension
Presentation Linkbase Document
104
Cover Page Interactive
Data File (formatted as Inline XBRL and contained in Exhibit 101)
*
Filed herewith.
††
Portions of this exhibit
have been omitted in accordance with Item 601(b)(10) of Regulation S-K. The omitted information is not material, and the registrant
treats such information as private and confidential. The registrant hereby agrees to furnish supplementally an unredacted copy of
this exhibit to the Securities and Exchange Commission upon request.
(1)
Submitted electronically
herewith. Attached as Exhibit 101 to this report are the following formatted in XBRL (Extensible Business Reporting Language): (i)
Condensed Interim Consolidated Balance Sheets at March 31, 2026 and December 31, 2025, (ii) Condensed Consolidated Statements of
Income (Loss) and Comprehensive Income (Loss) for the three months ended March 31, 2026 and 2025, (iii) Condensed Interim Consolidated
Statements of Cash Flows for the three months ended March 31, 2026 and 2025, (iv) Condensed Interim Consolidated Statements of Changes
in Shareholders’ Equity (Deficiency), and (v) Notes to Condensed Consolidated Financial Statements.
34
SIGNATURES
In
accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has caused this Quarterly Report on Form 10-Q to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date:
May 7, 2026
BUNKER
HILL MINING CORP.
By
/s/
Sam Ash
Sam
Ash, Chief Executive Officer and President
In
accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has caused Quarterly Report on Form 10-Q to be signed
on its behalf by the undersigned, thereunto duly authorized.
Date:
May 7, 2026
BUNKER
HILL MINING CORP.
By
/s/
Bradley Barnett
Bradley
Barnett, Chief Financial Officer and Corporate Secretary
35
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.