Item 5. Other Information
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.