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 June 30, 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 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 every Interactive Data
File required to be submitted 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 July 30, 2026: 47,207,589
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
30
Item 3. Quantitative and Qualitative Disclosures about Market Risk
34
Item 4. Controls and Procedures
34
PART II – OTHER INFORMATION
35
Item 1. Legal Proceedings
35
Item 1A. Risk Factors
35
Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds
35
Item 3. Defaults upon Senior Securities
35
Item 4. Mine Safety Disclosure
35
Item 5. Other Information
36
Item 6. Exhibits
37
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 start-up
of our Bunker Hill Mine as a profitable mining operation and the timing of that progress, including planned commercial production by the end of 2026;
●
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, to continue our mineral resource expansion and exploration program 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, including our ability to successfully restructure the Silver Loan, as
described below;
●
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
June 30,
December 31,
2026
2025
ASSETS
Current assets
Cash
$ 6,657,131
$ 19,441,905
Restricted cash (note 7)
2,975,000
2,975,000
Accounts receivable and prepaid expenses (note 3)
629,351
538,197
Inventory (note 4)
939,688
341,004
Total current assets
11,201,170
23,296,106
Non-current assets
Long term deposit (note 5)
1,406,480
2,692,648
Right-of-use asset (note 5)
3,098,501
595,201
Land (note 5)
3,249,488
309,861
Plant and equipment (note 5)
124,881,165
98,669,301
Mineral properties and rights (note 5)
30,681,446
25,395,877
Total assets
$ 174,518,250
$ 150,958,994
EQUITY AND LIABILITIES
Current liabilities
Accounts payable
$ 7,990,188
$ 5,520,901
Accrued liabilities
2,848,329
1,512,819
Current portion of lease liability (note 6)
601,924
82,569
Deferred share units liability (note 10)
811,377
1,487,800
Environment protection agency cost recovery payable (note 7)
6,000,000
6,000,000
Current portion of Silver Loan (note 8)
1,624,625
249,000
Interest payable (note 8)
1,780,416
1,035,000
Current income tax payable (note 12)
1,330,143
950,000
Total current liabilities
22,987,002
16,838,089
Non-current liabilities
Lease liability (note 6)
1,430,684
8,913
Series 1 convertible debenture (note 8)
4,560,273
4,241,610
Series 2 convertible debenture (note 8)
9,522,815
8,852,012
Series 3 convertible debenture (note 8)
2,518,765
2,522,709
Silver Loan (note 8)
69,989,396
80,701,239
Sprott Debt Facility (note 8)
14,840,344
14,393,945
Environment protection agency cost recovery liability, net of discount (note 7)
5,023,426
4,314,544
Derivative warrant liability (note 9)
32,622,414
75,156,975
Total liabilities
163,495,119
207,030,036
Shareholders’ equity (deficiency)
Preferred shares, $ 0.000001 par value, 285,715 preferred shares authorized; nil preferred shares issued and outstanding (note 9)
-
-
Common stock, $ 0.000001 par value, 100,000,000 common stock authorized; 46,685,293 and 39,834,023 shares of common stock issued and outstanding, respectively (note 9)
1,551
1,392
Additional paid-in-capital (note 9)
175,636,872
147,707,228
Accumulated other comprehensive income (loss)
569,488
( 280,926 )
Accumulated deficit
( 165,184,780 )
( 203,498,736 )
Total shareholders’ equity (deficiency)
11,023,131
( 56,071,042 )
Total shareholders’ equity (deficiency) and
liabilities
$ 174,518,250
$ 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 and Comprehensive Income
(Expressed
in U.S. Dollars, except for shares and per share amounts)
Unaudited
2026
2025
2026
2025
Three Months Ended
Six Months Ended
June 30,
June 30,
2026
2025
2026
2025
Operating expenses (note 13)
$ ( 4,419,826 )
$ ( 3,110,392 )
$ ( 8,403,331 )
$ ( 6,019,766 )
Other items
Interest income
145,769
58,149
265,257
121,478
Change in derivative liability (note 9)
12,517,174
1,832,864
43,580,366
2,295,627
Gain on fair value of convertible debentures (note 8)
-
1,081,127
-
1,002,763
Gain (loss) on fair value of Silver Loan (note 8)
11,119,246
( 2,961,015 )
6,213,354
( 9,029,947 )
Interest expense (note 6,7,8)
( 656,244 )
( 2,092,965 )
( 2,125,144 )
( 4,303,963 )
Financing costs (note 8)
( 18,903 )
( 1,007,750 )
( 725,795 )
( 1,014,866 )
(Loss) gain on stream debentures (note 8)
-
( 549,854 )
-
4,149,606
Gain on debt modification Silver Loan (note 8)
-
468,878
-
468,878
Gain on debt settlement (note 8)
-
29,850,212
9,800
29,850,212
Loss on debt settlement (note 8)
( 29,149 )
( 3,077,979 )
( 29,149 )
( 3,376,692 )
Loss on foreign exchange
( 88,658 )
( 31,387 )
( 91,259 )
( 29,655 )
Income for the period pre tax
$ 18,569,409
$ 20,459,888
$ 38,694,099
$ 14,113,675
Current tax expense (note 12)
( 380,143 )
-
( 380,143 )
-
Income for the period
$ 18,189,266
$ 20,459,888
$ 38,313,956
$ 14,113,675
Other comprehensive (loss) income, net of tax:
(Loss) gain on change in fair value on own credit risk (note 8)
( 159,652 )
3,351,229
850,414
5,383,771
Other comprehensive (loss) income
( 159,652 )
3,351,229
850,414
5,383,771
Comprehensive income
$ 18,029,614
$ 23,811,117
$ 39,164,370
$ 19,497,446
Net income per common share – basic
$ 0.39
$ 0.04
$ 0.87
$ 0.03
Net income per common share – fully diluted
$ 0.37
$ 0.03
$ 0.81
$ 0.02
Weighted average common stock – basic
46,685,293
14,328,651
44,228,069
12,426,912
Weighted average common stock – fully diluted
51,915,002
20,341,957
49,456,551
18,291,534
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
Six Months Ended
Six Months Ended
June 30, 2026
June 30, 2025
Operating activities
Net income for the period
$ 38,313,956
$ 14,113,675
Adjustments to reconcile net income to net cash used in operating activities:
Stock-based compensation (note 9)
( 318,659 )
119,810
Depreciation, depletion and amortization
304,482
304,493
Change in fair value of derivative liability
( 43,580,366 )
( 2,295,627 )
Change in fair value of Silver Loan (note 8)
( 6,213,354 )
9,029,947
Interest expense on lease liability (note 6)
25,228
18,451
Financing costs
635,755
( 449,545 )
Gain on debt settlement
( 9,800 )
( 29,850,212 )
Loss on debt settlement (note 8)
29,149
3,376,692
Gain on debt modification
-
( 4,618,484 )
Payment of interest on Silver Loan (note 8)
( 2,272,450 )
-
Accretion of liabilities
1,471,444
2,534,538
Loss (gain) on fair value of convertible debentures
-
( 1,002,763 )
Changes in operating assets and liabilities:
Accounts receivable and prepaid expenses
( 91,154 )
( 1,159,854 )
Inventory
( 598,684 )
-
Accounts payable
( 334,599 )
( 2,779,621 )
Accrued liabilities
1,335,510
105,968
Current income tax payable
380,143
( 100,000 )
Interest payable
527,915
1,724,453
Net cash used in operating activities
( 10,395,484 )
( 10,928,079 )
Investing activities
Investment in plant and equipment (note 5)
( 22,276,542 )
( 21,200,108 )
Mine improvements (note 5)
( 5,470,066 )
( 2,110,812 )
Purchase of land
( 1,939,627 )
-
Net cash used in investing activities
( 29,686,235 )
( 23,310,920 )
Financing activities
Proceeds from LIFE offering (note 9)
19,195,242
-
Proceeds from warrant exercises (note 9)
8,205,613
-
Proceeds from compensation option exercises
25,219
-
Proceeds from issuance of common stock, net
-
25,779,387
Proceeds from Sprott Debt Facility
-
11,000,000
Proceeds from Teck promissory note
-
4,400,000
Repayment of Teck promissory note
-
( 4,487,160 )
Lease payments
( 129,129 )
( 125,324 )
Net cash provided by financing activities
27,296,945
36,566,903
Net change in cash
( 12,784,774 )
2,327,904
Cash, beginning of period
22,416,905
8,261,277
Cash, end of period
$ 9,632,131
$ 10,589,181
Supplemental disclosures
Non-cash activities
Interest payable settled with common stock
$ 556,014
$ 1,017,473
Services settled with common stock
$ -
$ 3,964,979
Sprott Debt Facility settled with common stock
$ -
$ 6,044,210
Stream settled with common stock
$ -
$ 20,472,126
Reconciliation from Cash Flow Statement to Balance Sheet:
Cash and restricted cash end of period
$ 9,632,131
$ 10,589,181
Less restricted cash
2,975,000
2,975,000
Cash end of period
$ 6,657,131
$ 7,614,181
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’ Equity (Deficiency)
(Expressed
in U.S. Dollars, except for shares)
Unaudited
Shares
Amount
capital
income
deficit
Total
Accumulated
Additional
other
Common stock
paid-in-
comprehensive
Accumulated
Shares
Amount
capital
income (loss)
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
-
-
357,764
-
-
357,764
Shares issued share consolidation
71
-
-
-
-
-
Shares issued for interest payable
117,213
1
556,014
-
-
556,015
Initial Recognition of CD1, CD2, CD3
Shares issued for debt
Shares issued for debt, shares
Shares issued June private placement
Shares issued June private placement, shares
Shares issued for mine acquisition
Shares issued for mine acquisition, shares
Shares issued for services
Shares issued for services, shares
Shares issued for deferred share units
Shares issued for deferred share units, shares
Shares issued September private placement
Shares issued September private placement, shares
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
-
-
-
850,414
-
850,414
Income for the year
-
-
-
-
38,313,956
38,313,956
Balance, June 30, 2026
46,685,293
$ 1,551
$ 175,636,872
$ 569,488
$ ( 165,184,780 )
$ 11,023,131
Balance, December 31, 2024
9,991,391
$ 348
$ 61,233,369
$ ( 3,002,361 )
$ ( 110,366,721 )
$ ( 52,135,365 )
Stock-based compensation
-
-
386,732
-
-
386,732
Shares issued for interest payable
852,509
30
2,799,104
-
-
2,799,134
Shares issued for deferred share units
17,583
1
81,114
-
-
81,115
Shares issued for services
1,088,201
39
3,156,949
-
-
3,156,988
Shares issued for mine acquisition
666,667
23
4,216,336
-
-
4,216,359
Shares issued for restricted share units vested
159,169
5
( 5 )
-
-
-
Shares issued for warrant exercises
103,115
3
547,421
-
-
547,424
Shares issued for compensation option exercises
26,433
1
52,080
-
-
52,081
Shares issued June private placement
7,206,165
252
19,500,019
-
-
19,500,271
Shares issued 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) for the year
-
-
-
-
( 93,132,015 )
( 93,132,015 )
Balance, December 31, 2025
39,834,023
$ 1,392
$ 147,707,228
$ ( 280,926 )
$ ( 203,498,736 )
$ ( 56,071,042 )
The
accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
8
Bunker
Hill Mining Corp.
Notes
to the Condensed Interim Consolidated Financial Statements (Unaudited)
Three
and Six Months Ended June 30, 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, United States of America (“U.S.”) 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 start-up of its operations at its wholly-owned flagship asset, the Bunker Hill Mine. Located in Kellogg, Idaho, the historic
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. The Company’s primary objective is to operate the Bunker Hill Mine as a modern, low-emission,
long-life underground producer.
The
Company’s common stock is listed on the Toronto Stock Exchange (“TSX”) in Canada under the trading symbol “BNKR”
and on the OTCQB Venture Market (“OTC”) in the U.S. under the trading symbol “BHLL”.
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. (“US GAAP”) and the rules and regulations of the U.S. Securities and Exchange Commission
(the “SEC”) 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’ equity (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 June 30, 2026 are not necessarily indicative of the results for the full fiscal year. The unaudited condensed interim consolidated
financial statements are presented in U.S. dollars, which is the Company’s functional currency.
Basis
of Comparison
Certain
prior period amounts have been reclassified to the current period presentation. In the current year, the line items “Equipment”
and “Mill Facilities” were reclassified and presented as part of “Plant and equipment” on the condensed interim
consolidated balance sheets. In addition, the line item “Bunker Hill Mine and mining interests” has been renamed to “Mineral
properties and rights” on the condensed interim consolidated balance sheets.
Material
accounting policies
The
accounting policies followed in these unaudited condensed interim consolidated financial statements are consistent with those disclosed
in note 3 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, except for the addition of the accounting policy disclosed below as a result of the Bunker Hill Mine entering into production.
9
Inventory
Major
types of inventories include materials and supplies and metals product inventory, which is determined by the stage at which the ore
is in the production process (ore stockpiles, in-process and finished goods). Inventories are valued at the lower of cost and net
realizable value (“NRV”). Cost is determined on a weighted average basis and includes all costs incurred, based on a
normal production capacity, in bringing each product to its present location and condition. Cost of inventories comprises direct
labor, materials and contractor expenses, depreciation, depletion and amortization relating to mining operations, and site general
and administrative costs.
Stockpiled
ore inventory represents ore that has been mined, hauled to the surface, and is available for further processing. Stockpiles are measured
by estimating the number of tons added and removed from the stockpile, the amount of contained metal ounces or pounds (based on assay
data) and the estimated metallurgical recovery rates (based on the expected processing method). Costs are allocated to a stockpile based
on relative values of material stockpiled and processed using current mining costs incurred up to the point of stockpiling the ore, including
applicable overhead, depreciation, depletion and amortization relating to mining operations, and removed at each stockpile’s average
cost per unit.
In-process
inventory represents material that is currently in the process of being converted to a saleable product. Conversion process includes milling, flotation, and concentration. In-process
material is measured based on assays of the material fed into the process and the projected recoveries of the respective processing plants.
In-process inventory is valued at the lower of the average cost of the material fed into the process attributable to the source material
coming from the mine and stockpile plus the in-process conversion costs, including applicable depreciation, depletion and amortization
relating to the process facilities incurred to that point in the process, or NRV.
Finished
goods inventory includes concentrates at our operations and concentrate in transit to offtakers.
Provisions
to reduce inventory to NRV are recorded to reflect changes in economic factors that impact inventory value and to reflect present intentions
for the use of slow moving and obsolete supplies inventory. NRV is determined with reference to relevant market prices less applicable
variable selling expenses.
Use
of Estimates
The
preparation of unaudited condensed interim consolidated financial statements in conformity with US GAAP requires management to make
estimates and assumptions that affect the amounts reported in the unaudited condensed interim consolidated financial statements and
accompanying notes for items such as allowances on credit losses, recoverable concentrate in stockpile and in-process inventory,
mineral reserves, useful lives and depreciation methods, potential impairment of long-lived assets, 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
June 30,
December 31,
2026
2025
Prepaid expenses, deposits, and other receivables
$ 250,322
$ 380,288
U.S. Environment Protection Agency overpayment (note 7)
379,029
157,909
Total
$ 629,351
$ 538,197
10
4.
Inventory
Inventory
consists of the following:
Schedule of Inventory
June 30,
December 31,
2026
2025
Materials and supplies
$ 341,004
$ 341,004
Ore stockpiles
423,234
-
In-process inventory
175,450
-
Total
$ 939,688
$ 341,004
5.
Mineral Properties and Rights, Plant and Equipment, Right-of-Use Asset, and Land
Mineral
properties and rights, plant and equipment, right-of-use assets, and land are comprised of the following:
Schedule
of Equipment
Cost
Mineral properties and rights
Plant and equipment
Right-of-use assets
Land
As at December 31, 2024
$ 18,795,591
$ 68,877,586
$ 984,562
$ 309,861
Acquisition
4,246,360
-
-
-
Additions
4,061,914
30,857,974
38,154
-
Disposals
( 1,707,988 )
-
-
-
As at December 31, 2025
$ 25,395,877
$ 99,735,560
$ 1,022,716
$ 309,861
As at December 31, 2025
$ 25,395,877
$ 99,735,560
$ 1,022,716
$ 309,861
Cost, Beginning
$ 25,395,877
$ 99,735,560
$ 1,022,716
$ 309,861
Additions
5,285,569
26,375,934
2,643,712
2,939,627
As at June 30, 2026
$ 30,681,446
$ 126,111,494
$ 3,666,428
$ 3,249,488
Cost, Ending
$ 30,681,446
$ 126,111,494
$ 3,666,428
$ 3,249,488
Accumulated depreciation and depletion
Mineral properties and rights
Plant and equipment
Right-of-use assets
Land
As at December 31, 2024
$ -
$ 726,358
$ 226,437
$ -
Depreciation, depletion
-
339,901
201,078
-
Disposals
-
-
-
-
As at December 31, 2025
$ -
$ 1,066,259
$ 427,515
$ -
As at December 31, 2025
$ -
$ 1,066,259
$ 427,515
$ -
Accumulated depreciation and depletion, Beginning
$ -
$ 1,066,259
$ 427,515
$ -
Depreciation, depletion
-
164,070
140,412
-
Disposals
-
-
-
-
As at June 30, 2026
$ -
$ 1,230,329
$ 567,927
$ -
Accumulated depreciation and depletion, Ending
$ -
$ 1,230,329
$ 567,927
$ -
Net book value
Mineral properties and rights
Plant and equipment
Right-of-use assets
Land
As at December 31, 2025
$ 25,395,877
$ 98,669,301
$ 595,201
$ 309,861
As at June 30, 2026
$ 30,681,446
$ 124,881,165
$ 3,098,501
$ 3,249,488
Net book value
$ 30,681,446
$ 124,881,165
$ 3,098,501
$ 3,249,488
11
The
Company purchased the Bunker Hill Mine (the “Mine”) in January 2022. The carrying cost of the Mine is included in Mineral
properties and rights. Included in additions to Mineral properties and rights is $ 117,963 and $ 157,232 of definition drilling for the
three and six months ended June 30, 2026, respectively (three and six months ended June 30, 2025 - $ nil and $ 1,100 , respectively).
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 14). 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 disassembled it, transported it to the Bunker Hill Mine 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 was 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.
Plant
and equipment is comprised of the following, net of accumulated depreciation:
Schedule
of Plant and Equipment Facilities
June 30,
December 31,
2026
2025
Process Plant
$ 108,420,255
$ 84,704,196
Filter Plant
10,723,316
9,310,327
Paste Plant
4,226,331
3,182,662
Equipment
1,511,263
1,472,116
Plant and equipment
$ 124,881,165
$ 98,669,301
Included
in the process plant is $ 5,579,410 of capitalized interest as of June 30, 2026 (December 31, 2025 – $ 4,155,884 ).
The
Company’s lease contracts are primarily comprised of mining related mobile equipment. Included in long-term deposit on the
condensed interim consolidated balance sheets is a down payment for additional mining related mobile equipment which the Company
intends to lease from Caterpillar Inc.
12
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 six months ending June
30, 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 Seller 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 ( 533,333 Payment Shares)
Sale
of Mineral Properties – Royalties
On
January 17, 2025, as consideration for Sprott Private Resource Streaming & Royalty Corp. (“Sprott”), a related party (note 14), 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 condensed interim consolidated balance sheets.
On
June 5, 2025, as consideration for Sprott Stream Conversion, as defined and 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 condensed interim consolidated balance sheets.
As
of June 30, 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 Sprott Debt Facility, as described and defined in note 8, 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.
13
6.
Lease Liability
The
Company’s undiscounted lease obligations consisted of the following:
Schedule of Lease Liability
June 30,
December 31,
2026
2025
Gross lease obligation – minimum lease payments
1 year
$ 739,332
$ 86,575
2- 3 years
1,370,388
9,250
4-5 years
177,595
-
Future interest expense on lease obligations
( 254,707 )
( 4,343 )
Total lease liability
$
2,032,608
$
91,482
Current lease liability
$
601,924
$
82,569
Non-current lease liability
1,430,684
8,913
Total lease liability
$
2,032,608
$
91,482
Interest
expense for the three and six months ended June 30, 2026, was $ 21,092 and $ 25,228 , respectively (three and six months ended June 30,
2025 – $ 9,545 and $ 18,451 , respectively).
Additions to lease liabilities for the three and six
months ended June 30, 2026 was $ 2,052,984 and $ 2,119,744 , respectively (three and six months ended June 30, 2025 - $ 38,155 and $ 38,155 ,
respectively), relating to lease contracts for mining related mobile equipment. The incremental borrowing rates range from 8.1 % and 15.0 %.
7.
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
(“IDEQ”), 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 June 30, 2026 and December 31, 2025.
As
of June 30, 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 June 30, 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. As of June 30, 2026, the Company is engaged in ongoing discussions with the EPA regarding the potential for, and
terms of, a second amendment to the Settlement Agreement.
14
The
Company recorded accretion expense on the liability of $ 364,719 and $ 708,882 for the three and six months ended June 30, 2026, respectively,
(three and six months ended June 30, 2025 – $ 427,849 and $ 835,862 , respectively) bringing the net liability to $ 11,023,426 (previously
accrued interest of $ 156,743 ) as of June 30, 2026.
Water
Treatment Charges – 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 Central
Treatment Plant (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.
8.
Promissory Notes Payable, Convertible Debentures, and Silver Loan
$6,000,000
Convertible Debenture (“CD1”)
CD1
was closed with participation of Sprott on January 2022. 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 stock 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
was closed with Sprott on June 2022. 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.
For
the six months ended June 30, 2025, the Company recognized a loss on debt settlement in the amount of $ 3,077,155 on the condensed interim
consolidated statements of income and comprehensive income as a result of extinguishment of CD1 and CD2.
15
The
gain on changes in fair value of convertible debentures recognized on the condensed interim consolidated statements of income and comprehensive
income during the three and six months ended June 30, 2026, was $ nil
(three and six months ended June 30, 2025 – gain of $ 1,081,127
and $ 1,002,763 ,
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 and six months ended June 30, 2026, the Company recognized $ nil , within other comprehensive income (three and
six months ended June 30, 2025 – $ 255,009 and $ 795,907 , respectively). Interest expense on the pre-extinguished CD1 and CD2 for
the three and six months ended June 30, 2025 was $ 378,185 and $ 877,500 , respectively.
The
Company recorded accretion expense on host debt of CD1 of $ 164,404 and $ 318,663 for the three and six months ended June 30, 2026, respectively
(three and six months ended June 30, 2025 – $ 37,911 and $ 37,911 , respectively), bringing the net liability to $ 4,560,273 as of
June 30, 2026.
The
Company recorded accretion expense on host debt of CD2 of $ 346,673 and $ 670,803 for the three and six months ended June 30, 2026, respectively
(three and six months ended June 30, 2025 – $ 79,002 and $ 79,002 , respectively), bringing the net liability to $ 9,522,815 as of
June 30, 2026.
As
at June 30, 2026 interest of $ 265,417 ($ 268,333 at December 31, 2025) is included in interest payable on the condensed interim consolidated
balance sheets. For the three and six months ended June 30, 2026, the Company recognized $ 29,149 and $ 29,149 , respectively, as a loss
on debt settlement on the condensed interim consolidated statements of income and comprehensive income as a result of settling interest
by issuance of shares (three and six months ended June 30, 2025 – $ 824 and $ 285,565 , respectively).
$4,000,000
Series 3 Convertible Debenture (“CD3”)
The
Company closed the $ 4,000,000 CD3 on June 5, 2025 (note 9) with Sprott. 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 stock 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
accretion expense on host debt of CD3 of $ 292
and $ 122,404
for the three and six months ended June 30, 2026, respectively, is capitalized into plant and equipment (note 5) on the condensed
interim consolidated balance sheets, bringing the net liability to $ 2,518,765
as of June 30, 2026. The Company recorded accretion expense on host debt of CD3 of $ 28,545
and $ 28,545
for the three and six months ended June 30, 2025, respectively. As at June 30, 2026 and December 31, 2025, no interest is included
in interest payable on the condensed interim consolidated balance sheets.
The
Company performs quarterly testing of the covenants in the CD1, CD2 and CD3 and was in compliance with all such covenants as of June 30, 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 and comprehensive income.
16
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 7) on primary and secondary claims comprising
the Bunker Hill Mine.
During
the year ended December 31, 2025, the Company determined the effective interest rate of the Stream obligation to be 10.6 %
and recorded accretion expense on the liability of $ 625,279
and $ 1,570,574 for the
three and six months ended June 30, 2025, respectively, recognized in the consolidated statement of income and comprehensive income,
accretion expense on the liability of $ 407,721
and $ 971,426 ,
for the three and six months ended June 30, 2025, respectively, capitalized into plant and equipment (note 5) on the condensed
interim consolidated balance sheets and gain (loss) on revaluation of the liability of $ 549,854
and $ 4,149,606 ,
for the three and six months ended June 30, 2025, respectively. The revaluation resulted from the change in projections of the key
assumptions.
Silver
Loan
On
August 8, 2024, the Company entered into definitive agreements with Monetary Metals Bond III LLC (“Monetary Metals”), 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 drew
50,958 ounces of silver on the Silver Loan , equal to an amount of $ 4,763,110 in U.S. dollars . After deduction of financing
costs and the three months ending February 8, 2026 interest payment on the principal amount of ounces outstanding and prepaying some
of the May 8, 2026 interest payment the Company received $ nil .
As of June 30, 2026, the principal outstanding on the Silver Loan is 1.2 million ounces of silver ( 1.195 million ounces of silver at
December 31, 2025).
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 1-12
Mar 31, 2026
Aug 8, 2027
13.5 %
30.0 %
3.72 %
8.87 %
20.38 %
Tranche 1-12
Jun 30, 2026
Aug 8, 2027
13.5 %
24.4 %
4.00 %
8.63 %
20.42 %
17
The
resulting fair values of the Silver Loan at June 30, 2026, and December 31, 2025, were as follows:
Schedule
of Fair Value of Silver Loan
June 30,
December 31,
2026
2025
Current portion of Silver Loan
$ 1,624,625
$ 249,000
Non-current portion of Silver Loan
69,989,396
80,701,239
Total Silver Loan
$ 71,614,021
$ 80,950,239
The
gain on changes in fair value of Silver Loan recognized on the condensed interim consolidated statements of income and comprehensive
income during the three and six months ended June 30, 2026, were $ 11,119,246 and $ 6,213,354 , respectively (three and six months ended
June 30, 2025 – loss of $ 2,961,015 and $ 9,029,947 , 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 and six months ended June
30, 2026, were a loss of $ 159,652 , and a gain of $ 850,414 , respectively (three and six months ended June 30, 2025 – loss of $ 3,096,220 ,
and $ 4,587,864 , respectively).
During
the three and six months ended June 30, 2026, the Company paid interest on the Silver Loan in the amount of $ 2,272,450
and $ 2,272,450 (three and six months ended June 30, 2025 – $ nil ), respectively.
The
Company performs quarterly testing of the covenant in the Silver Loan and was in compliance with all such covenants as of June 30, 2026.
$15,000,000
Sprott Debt Facility
On
June 23, 2023, the Company closed a $ 21,000,000 debt facility (“Sprott 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 Sprott Debt Facility will be June
30, 2030 . For every $ 5,000,000 or part thereof advanced under the Sprott 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
December 12, 2024, the Company drew $ 5,000,000 on the Sprott Debt Facility. On December 19, 2024, the Company drew $ 5,000,000 on the
Sprott Debt Facility. On January 17, 2025, the Company drew $ 5,000,000 on the Sprott Debt Facility. On January 31, 2025, the Company
drew $ 6,000,000 on the Sprott Debt Facility. The proceeds from each draw down were bifurcated between host debt and the underlying sale
of mineral interest to Sprott (note 7). On June 5, 2025, the Company repaid $ 6,000,000 of principal and $ 200,000 of interest owed on
the Sprott Debt Facility by issuing 57,142,857 and 1,904,762 common stock, respectively.
On
June 5, 2025, the Company and Sprott agreed to amend the terms of the Sprott Debt Facility, 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 Sprott Debt Facility on June 30, 2030 . The Company determined that the amendments to the
terms of the Sprott Debt Facility should not be treated as an extinguishment of the Sprott Debt Facility and have therefore been accounted
for as a modification.
Accretion
on the liability of $ 614,460 and $ 1,200,566 for the three and six months ended June 30, 2026, respectively (three and six months
ended June 30, 2025 – $ 334,440 and
$ 578,975 ,
respectively), was capitalized into the plant and equipment (note 5) bringing the net liability to $ 14,840,344 as
of June 30, 2026. The Company recorded accretion expense on the Sprott Debt Facility of $ 342,371 and $ 681,596 for the three and six
months ended June 30, 2025, respectively. As at June 30, 2026, interest of $ 1,520,833 ($ 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 Sprott Debt Facility and was in compliance with all such covenants as of June
30, 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 June 30, 2026,
the principal and interest outstanding on the unsecured Note is $ nil ($ nil at December 31, 2025) on the condensed interim consolidated
balance sheets. No interest expense was accrued for the three and six months ended June 30, 2026 (three and six months ended June 30,
2025 – $ 80,064 and $ 87,160 , respectively).
18
$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 . Any amounts advanced under the Teck Standby Facility and any accrued and
unpaid interest are repayable on demand by Teck. As of June 30, 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 June 30, 2026, as no amount has been drawn from the facility. Subsequent to June 30, 2026, the Company drew $ 5,000,000 on the Teck Standby Facility, refer to note 16.
No
interest expense was accrued for the three and six months ended June 30, 2026 (three and six months ended June 30, 2025 – no interest
expense, respectively).
9.
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 stock began trading on the TSX Venture Exchange (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 unaudited condensed interim consolidated financial statements on a post consolidation basis.
TSX Uplisting
On March 23, 2026, the Company announced its graduation
to the TSX from the TSXV. The Company’s common stock commenced trading on the TSX on March 25, 2026 under the existing ticker symbol
“BNKR” and were concurrently delisted from the TSXV.
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
During the month of
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 145,714 shares of common stock in connection with a stockholder’s warrant exercises.
During the month of
February 2026, 571,259 warrants expired unexercised.
During
the month of February 2026, the Company issued 187,345 and 1,957 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 derivative
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 and comprehensive income for
the six months ended June 30, 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 .
19
During
the month of March 2026, the Company issued 1,680,119 , 32,716 , and 122,277 shares of common stock in connection with a stockholder’s
warrant, compensation option exercises, and settlement of restricted share units (“RSUs”) respectively.
During the month of
March 2026, 263,096 warrants expired unexercised.
During the month of
April 2026, the Company issued 72,115 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, 2026.
2025
transactions
During the month of
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 condensed interim consolidated statements of income and comprehensive
income for satisfying the financing cooperation fee with shares.
During the month of
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.
During the month of
January 2025, the Company issued 19,213 shares of common stock in connection with settlement of RSUs.
During the month of
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 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 condensed interim consolidated
balance sheets and $ 216,008 of financing costs on the condensed interim consolidated statements of income and comprehensive income 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 TSXV 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.
20
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 “Sprott Stream Conversion”) for (i) 5,714,286 shares of our common stock; (ii) senior secured CD3 in the aggregate
principal amount of $ 4,000,000 and with a maturity date of June 5, 2030 ; 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 Sprott 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 June 30, 2026 and long term deposits on the December 31, 2025, condensed interim consolidated balance sheets.
During the month of
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 Sprott 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 condensed interim consolidated statements of income and comprehensive income and $ 1,239,410 of financing costs
in additional paid in capital on the condensed interim consolidated balance sheets. Additionally, the Company issued 728,050 compensation
options incurring $ 1,104,816 of financing costs on the condensed interim consolidated statements of income and comprehensive income for
the year ended December 31, 2025, and $ 1,204,240 of financing costs in additional paid in capital on the condensed interim 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.
21
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 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).
22
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.
Derivative
warrant liability
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 and comprehensive income 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 June 30, 2026 and December 31, 2025:
Schedule
of Fair Value of Warrant Liabilities Related
to Various Tranches of Warrants Issued
March 2026 warrants
June 30, 2026
Grant Date
Expected life
979 days
1096
days
Volatility
85 %
90 %
Risk free interest rate
2.84 %
2.58 %
Dividend yield
0 %
0 %
Share price (C$)
$ 4.70
$ 7.175
Fair value
$ 2,615,787
$ 5,867,816
Change in derivative liability
$ ( 3,252,029 )
September 2025 warrants
June 30, 2026
December 31, 2025
Expected life
1552
days
1733
days
Volatility
100 %
100 %
Risk free interest rate
3.01 %
2.96 %
Dividend yield
0 %
0 %
Share price (C$)
$ 4.70
$ 8.31
Fair value
$ 25,849,976
$ 59,278,783
Change in derivative liability
$ ( 33,428,807 )
June 2025 warrants
June 30, 2026
December 31, 2025
Expected life
706 days
887 days
Volatility
85 %
85 %
Risk free interest rate
2.74 %
2.58 %
Dividend yield
0 %
0 %
Share price (C$)
$ 4.70
$ 8.31
Fair value
$ 4,069,708
$ 12,357,254
Change in derivative liability
$ ( 8,287,546 )
November 2025 warrants
June 30, 2026
December 31, 2025
Expected life
404 days
585 days
Volatility
85 %
80 %
Risk free interest rate
2.74 %
2.58 %
Dividend yield
0 %
0 %
Share price (C$)
$ 4.70
$ 8.31
Fair value
$ 16,577
$
61,680
Change in derivative liability
$ ( 45,103 )
23
January 2025 warrants
June 30, 2026
December 31, 2025
Expected life
404 days
585 days
Volatility
85 %
80 %
Risk free interest rate
2.74 %
2.58 %
Dividend yield
0 %
0 %
Share price (C$)
$ 4.70
$ 8.31
Fair value
$ 3,154
$ 9,515
Change in derivative liability
$ ( 6,361 )
November 2024 warrants
June 30, 2026
December 31, 2025
Expected life
404 days
585 days
Volatility
85 %
80 %
Risk free interest rate
2.74 %
2.58 %
Dividend yield
0 %
0 %
Share price (C$)
$ 4.70
$ 8.31
Fair value
$ 18,228
$ 51,276
Change in derivative liability
$ ( 33,048 )
October 2024 warrants
June 30, 2026
December 31, 2025
Expected life
404 days
585 days
Volatility
85 %
80 %
Risk free interest rate
2.74 %
2.58 %
Dividend yield
0 %
0 %
Share price (C$)
$ 4.70
$ 8.31
Fair value
$ 11,659
$ 36,189
Change in derivative liability
$ ( 24,530 )
August 2024 warrants
June 30, 2026
December 31, 2025
Expected life
404 days
585 days
Volatility
85 %
80 %
Risk free interest rate
2.74 %
2.58 %
Dividend yield
0 %
0 %
Share price (C$)
$ 4.70
$ 8.31
Fair value
$ 37,324
$ 115,857
Change in derivative liability
$ ( 78,533 )
March 2023 warrants
June 30, 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
June 30, 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 (C$)
$ 8.40
$ 8.40
Fair value
$ -
$ 1
Change in derivative liability
$ ( 1 )
24
Outstanding
warrants at June 30, 2026 and December 31, 2025 were as follows:
Schedule
of Outstanding
Warrants
Weighted average
Weighted 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, June 30, 2026
17,935,048
$ 7.20
$ 2.79
At
June 30, 2026, the following warrants were outstanding:
Exercise price
Number of
Number of
warrants
Expiry date
(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
4,114,882
September 29, 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
June 30, 2026, and December 31, 2025 the following compensation options were outstanding:
Schedule
of Compensation Options
Weighted average
Number of
exercise price
broker 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, June 30, 2026
984,364
$ 4.75
25
The
compensation options are exercisable into one share of common stock of the Company. The grant date fair value of the compensation options
were estimated using the Black-Scholes valuation model with the following underlying assumptions:
Schedule
of Estimated Using Black-Scholes Valuation Model for Fair Value of Broker Options
Grant Date
Risk free
interest rate
Dividend yield
Volatility
Stock price
(C$)
Weighted average life
(i) September 2025
2.5 %
0 %
85 %
$ 7.17
2 years
(ii) March 2026
2.5 %
0 %
80 %
$ 7.17
2 years
At
June 30, 2026, the following compensation options were outstanding:
Schedule of Broker Exercise
Price
Expiry date
Exercise price
(C$)
Number of broker options outstanding
Grand date fair value
($)
September 29, 2027 (i)
$ 4.20
726,093
$ 2,309,056
March 5, 2028 (ii)
$ 6.30
258,271
$ 635,755
Stock
options
Outstanding
stock options at June 30, 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
( 170,218 )
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, December 31, 2025
51,832
$ 6.59
Granted April 27, 2025
12,402
5.60
Balance, June 30, 2026
64,234
$ 6.40
At
June 30, 2026, the following stock options were issued and outstanding:
Schedule
of Actual Stock Options Issued and Outstanding
Exercise price
Remaining contractual
Number of options
Number of options vested
Grant date fair value
(C$)
life (years)
outstanding
(exercisable)
($)
$ 5.60
0.59
2,500
2,500
$ 7,242
$ 6.65
1.33
20,000
20,000
44,147
$ 5.25
1.40
11,429
11,429
37,387
$ 7.53
4.29
17,903
–
65,555
$ 5.60
4.78
12,402
–
39,075
64,234
33,929
$ 193,406
The
vesting of stock options during the three and six months ended June 30, 2026 resulted in stock-based compensation expense of $ 28,335
and $ 51,120 , respectively (three and six months ended June 30, 2025 – $ 1,805 and $ 3,591 , respectively).
26
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 June 30, 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)
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
Granted (ii)
181,238
5.62
Vested
( 122,276 )
5.34
Forfeited
( 55,087 )
7.21
Unvested as at June 30, 2026
336,084
$ 6.09
(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 $ 103,039 and $ 213,856 for the three and
six months ended June 30, 2026 (three and six months ended June 30, 2025 – $ nil ), which is included in operation and administration
expenses on the condensed interim consolidated statements of income and comprehensive income.
(ii)
During the three months
ended June 30, 2026, the Company granted 181,238 RSUs to executives and employees of the Company. 174,238 RSUs vest in three equal
instalments commencing on April 10, 2027, and 7,000 RSUs which vest in full on May 25, 2027. The vesting of these RSUs resulted in
stock-based compensation of $ 92,788 and $ 92,788 for the three and six months ended June 30, 2026 (three and six months ended June
30, 2025 – $ nil ), which is included in operation and administration expenses on the condensed interim consolidated statements
of income and comprehensive income.
The
vesting of RSU’s during the three and six months ended June 30, 2026, resulted in stock-based compensation expense of $ 195,827
and $ 306,644 , respectively (three and six months ended June 30, 2025 – $ 78,850 and $ 261,626 , respectively).
10.
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 June 30, 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 June 30, 2026
-
$ -
The
vesting of DSU’s during the three and six months ended June 30, 2026, resulted in a recovery of stock-based compensation expense
of $ 200,564 and $ 676,423 , respectively (three and six months ended June 30, 2025 – $ 94,621 and $ 145,407 recovery of stock-based
compensation expense, respectively). The fair value of each DSU is $ 3.31 as of June 30, 2026, and $ 5.95 as of December 31, 2025.
27
11.
Commitments and Contingencies
EPA
and IDEQ Obligations
As
stipulated in the EPA Amended Settlement Agreement (as further set forth 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 invoices the Company on an annual basis for the
water treatment costs, which may exceed the estimated costs. 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 half of 2026 and remain ongoing.
Crescent
Legal Proceeding
On
July 28, 2021, Crescent Mining, LLC (“Crescent” or the “Plaintiff”) filed a lawsuit in the U.S. District
Court for the District of Idaho (the “Court”) naming the Company, Placer Mining Corporation (“Placer”), and
Robert Hopper Jr. as defendants. The Plaintiff requested unspecified damages and alleged that Placer 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 Company subsequently filed a motion to dismiss the claims, resulting in the dismissal of certain claims without prejudice
on March 2, 2022. The Court denied the motion to dismiss filed by Placer for Crescent’s trespass, nuisance and negligence
claims. Crescent subsequently filed an amended complaint on April 1, 2022 naming Placer and the Company as co-defendants. During
2025, the parties participated in mediation sessions. The Company defended the claims on behalf of itself and Placer, pursuant to an
indemnification obligation under the terms of the sale and purchase agreement between the companies dated December 15, 2021. On June
26, 2026, the Court granted the Company and Placer complete summary judgment on the Plaintiff’s two CERCLA claims and partial
summary judgment on Crescent’s state-law claims for damages arising before specified cutoff dates. The Plaintiff’s
later-period state-law claims and the Company’s and Placer’s CERCLA contribution claims remain pending for trial or
further proceedings. The Court also denied the
Plaintiff’s motion seeking dismissal of the Company’s CERCLA Section 113(f) contribution claim, which remains pending
for trial.
12.
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
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.
13.
Operating Expenses
The
Company’s operating expenses are comprised of the following:
Schedule
of Operating Expenses
2026
2025
2026
2025
Three Months Ended
Six Months Ended
June 30,
June 30,
2026
2025
2026
2025
Operating expenses
General administration expenses
$ 3,195,351
$ 2,597,219
$ 5,574,760
$ 4,706,256
Salaries, wages, and consulting fees
1,224,475
513,173
2,828,571
1,313,510
Total operating expenses
$ 4,419,826
$ 3,110,392
$ 8,403,331
$ 6,019,766
28
14.
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. Consulting fees and wages for
key management personnel are as follows:
Schedule
of Related Party Transactions
2026
2025
2026
2025
Three Months Ended
Six Months Ended
June 30,
June 30,
2026
2025
2026
2025
Consulting fees & wages
$ 295,775
$ 300,842
$ 1,418,633
$ 557,717
At
June 30, 2026 and December 31, 2025, $ 112,500 and $ 83,058 , respectively, is owed to key management personnel with all amounts included
in accounts payable and accrued liabilities on the condensed interim consolidated balance sheets.
Sprott
Transactions
As
a greater than 10% holder in the Company’s equity, Sprott is a related party. During the three and six months ended June 30, 2026,
the Company issued nil and 111,631 shares of common stock, respectively, to Sprott in connection with its election to satisfy interest
payments under the outstanding convertible debentures and loan facility owned by Sprott (three and six months ended June 30, 2025 –
433,235 and 636,637 shares of common stock, respectively). As at June 30, 2026, the Company has 518,600 shares of common stock payable
to Sprott in connection with its election to satisfy interest payments under the outstanding convertible debentures and loan facility
owned by Sprott for the three months ended June 30, 2026. For detailed discussions on the convertible debentures and Sprott Debt Facility,
refer to note 8. For detailed discussion on the Sprott Stream Conversion and Sprott Debt Settlement transactions which occurred on June
5, 2025, refer to note 9. For detailed discussion on the sale of mineral properties transactions with Sprott, refer to note 5.
Sprott
Streaming acquired 285,715 Units in the Brokered Offering closed on June 5, 2025 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.
Teck
Transactions
As
a greater than 10% holder in the Company’s equity, Teck is a related party. For detailed discussion on the Teck Promissory Note
and Teck Standby Facility, refer to note 8. For detailed discussion on Teck’s participation in the Non-Brokered Offering closed
on June 5, 2025 and the Brokered Offering closed on September 29, 2025, refer to note 9.
15.
Geographic and Segment Information
The
Company has one reportable operating segment. The Company’s primary focus is the development and production of our 100 % owned Bunker
Hill Mine in Kellogg, Idaho, U.S. The Company reported no revenues during the three and six months ended June 30, 2026 (three and six
months ended June 30, 2025 - $ nil ).
16.
Subsequent Events
On
July 10, 2026, the Company issued 522,296
shares of common stock in connection with its election to satisfy
interest payments under the outstanding convertible debentures for the three months ended June 30, 2026 and the Sprott Debt Facility
for the twelve months ended June 30, 2026.
On July 30, 2026, the Company drew $ 5,000,000 on
the Teck Standby Facility. The amount drawn bears interest at a rate of 13.5 % per annum and is repayable in accordance with the repayment
terms described in note 8.
29
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 and six months ended June 30, 2026, has been prepared based on information available to us as of August 5, 2026. This
discussion should be read in conjunction with the unaudited Condensed Interim 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 accounting principles
generally accepted in the U.S. (“US 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.”
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 Company is focused on the
progression of its start-up of operations at its 100%-owned flagship asset, the Bunker Hill Mine (the “Mine”),
located in Kellogg, Idaho, USA. The historic Bunker Hill Mine was one of the largest and most productive mines in the Coeur
d’Alene Mining District, producing more than 165 million ounces of silver and over 5 million tons of zinc and lead between
1885 and 1981. The mine is located within Operable Unit 2 of the Bunker Hill Superfund Site (EPA National Priorities List
IDD048340921), where remediation activities have been completed.
The Company’s primary
objective is to operate the Bunker Hill Mine as a modern, low-emission, long-life underground producer. Since acquiring the asset,
we have completed multiple technical and economic studies, including a prefeasibility study, defined mineral reserves, constructed a
new 1,800 tons per day processing facility and associated surface infrastructure, and commenced commissioning and restart
activities. In 2026, we have achieved our first concentrate delivery and are progressing toward commercial production while
continuing to advance exploration aimed at expanding the Mine’s resource base and supporting future production growth.
30
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.
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 and six months ended June 30, 2026, and June 30, 2025.
31
Comparison
of the three and six months ended June 30, 2026, and 2025
Revenue
During
the three and six months ended June 30, 2026, and 2025, respectively, we generated no revenue.
Expenses
During
the three months ended June 30, 2026, and 2025, we reported total operating expenses of $4,419,826 and $3,110,392, respectively.
During
the six months ended June 30, 2026, and 2025, we reported total operating expenses of $8,403,331 and $6,019,766, respectively. The increase
in total operating expenses for the three and six months ended June 30, 2026 was primarily due to the Company expanding as it prepares
for commercial production. We anticipate expense to continue to increase in future periods as the Company expands its operations.
Net
Income and Comprehensive Income
We
had net income of $18,189,266 for the three months ended June 30, 2026, compared to net income of $20,459,888 for the three months ended
June 30, 2025. The decrease in net income for the three months ended June 30, 2026 in comparison to the three months ended June 30, 2025
was primarily due to a gain on debt settlement of $29,850,212 that occurred in the three months ended June 30, 2025. This was partially
offset by (1) a gain on revaluation of the Silver Loan of $11,119,246 for the three months ended June 30, 2026, compared to a loss of
$2,961,015 for the three months ended June 30, 2025; (2) a gain on revaluation of warrant liabilities of $12,517,174 for the three months
ended June 30, 2026, compared to a gain of $1,832,864 for the three months ended June 30, 2025; and (3) a decrease in loss on debt settlement,
a loss of $29,149 was reported for the three months ended June 30, 2026, compared to a loss of $3,077,979 for the three months ended
June 30, 2025.
We
had net income of $38,313,956 for the six months ended June 30, 2026, compared to net income of $14,113,675 for the six months ended
June 30, 2025. The increase in net income for the six months ended June 30, 2026, in comparison to the six months ended June 30, 2025
was primarily due to (1) a gain on revaluation of warrant liabilities of $43,580,366 for the six months ended June 30, 2026, compared
to a gain of $2,295,627 for the six months ended June 30, 2025; and (2) a gain on revaluation of the Silver Loan of $6,213,354 for the
six months ended June 30, 2026, compared to a loss of $9,029,947 for the six months ended June 30, 2025. This was partially offset by
the gain on debt settlement and stream debentures of $29,850,212 and $4,149,606, respectively, that occurred in the six months ended
June 30, 2025. No comparable gains were recognized during the six months ended June 30, 2026.
We
had a comprehensive income of $18,029,614 and $39,164,370 for the three and six months ended June 30, 2026, respectively (three and six
months ended June 30, 2025 - comprehensive income of $23,811,117 and $19,497,446, respectively). Comprehensive income for the three and
six months ending June 30, 2026 is inclusive of a $159,652 loss and $850,414 gain on change in fair value on own credit risk, respectively
(three and six months ended June 30, 2025 - gain of $3,351,229 and $5,383,771, respectively)
Liquidity
and Capital Resources
Current
Assets and Total Assets
As
of June 30, 2026, the Company had total current assets of $11,201,170, compared to total current assets of $23,296,106 at December
31, 2025 – a decrease of $12,094,936; and total assets of $174,518,250, compared to total assets of $150,958,994 at December 31,
2025 – an increase of $23,559,256. During the six months ended June 30, 2026, our current assets decreased due to cash expenditures
on the process plant, filter plant, paste plant, and mine development at the Bunker Hill Mine, partially offset by warrant exercises
and an equity financing that occurred during the six months ended June 30, 2026. Non-current assets increased due to additions to
the process plant, filter plant, paste plant, and mine development at the Bunker Hill Mine during the six months ended June 30, 2026.
32
Current
Liabilities and Total Liabilities
As
of June 30, 2026, our total current liabilities of $22,987,002 and total liabilities of $163,495,119, 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 $43,580,366 in the six months ended June 30, 2026, compared to
$2,295,627 in the same period in 2025, driven by a decrease in Bunker Hill Mining Corp.’s stock, which is the key input into
the valuation of the warrants. In addition, a decrease in silver price resulted in a decrease to the silver loan of $6,213,354 in
the six months ended June 30, 2026, compared to an increase to the silver loan of $9,029,947 in the same period in 2025. These
decreases were partially offset by an increase in accounts payable and accrued liabilities due to timing of expenses and payments
and additions to lease liabilities for mining-related mobile equipment which the company leases from Caterpillar Inc.
As
of June 30, 2026, our total liabilities include $32,622,414 of warrants that are classified as a liability under US GAAP, as the instrument
is exposed to foreign currency risks other than the changes in the value of the entity’s equity because the strike price of the
warrants is denominated in C$ 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’ Equity
As
of June 30, 2026, we had working capital deficit of $11,785,832 and a shareholders’ equity of $11,023,131, compared to working
capital of $6,458,017 and shareholders’ deficiency of $56,071,042 as of December 31, 2025. The working capital deficit as of June
30, 2026, was primarily due to cash expenditures on the process plant, filter plant, paste plant, and mine development at the Bunker
Hill Mine, partially offset by the equity financings from a brokers and non-brokered private placement. The shareholders’ equity
position was primarily due to the net income for the period ended June 30, 2026.
In July 2026, we completed our first sale of
concentrate marking a pivotal milestone following six years of redevelopment, infrastructure modernization, permitting, financing,
and underground rehabilitation. We expect to be at commercial production - defined as achieving 90 days at >65% of 1800tpd
throughput and associated operating stability - by the end of 2026. In addition, on July 30, 2026, the Company drew $5,000,000 on
the Teck Standby Facility to support our working capital requirements as operations continued ramp up towards full production. There
is an additional $5,000,000 under the Teck Standby Facility available to the Company as may be required. These factors are
expected to provide sufficient liquidity to support our ongoing operations and working capital requirements beyond the next 12
months.
Discussions continue regarding a modification and/or
restructuring of the Silver Loan with Monetary Metals & Co. (“Monetary Metals”). Repayment of amounts owed may require
securing additional capital from equity, and/or debt if the Company and Monetary Metals are unable to agree to a modification and/or restructuring
prior to maturity. There can be no assurance that the Silver Loan will be modified and/or restructured or any such source of funds will
be secured.
Cash
Flow
During
the six months ended June 30, 2026, we had a net cash decrease of $12,784,774 compared to net cash increase of $2,327,904 during the
six months ended June 30, 2025. The decrease was primarily due to 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, partially offset by
cash provided by financing activities, specifically proceeds from the issuance of shares of common stock.
Subsequent
Events
On
July 10, 2026, the Company issued 522,296 shares of common stock in connection with its election to satisfy interest payments under the
outstanding convertible debentures for the three months ended June 30, 2026 and the Sprott Debt Facility for the twelve months ended
June 30, 2026.
On July 30, 2026, the Company drew $5,000,000 on
the Teck Standby Facility. The amount drawn bears interest at a rate of 13.5% per annum and is repayable in accordance with the repayment
terms described in note 8 of the unaudited condensed interim consolidated financial statements.
33
Critical
accounting estimates
The
preparation of unaudited condensed interim consolidated financial statements in conformity with US GAAP requires management to make
estimates and assumptions that affect the amounts reported in the unaudited condensed interim consolidated financial statements and
accompanying notes for items such as allowances on credit losses, recoverable concentrate in stockpile and in-process inventory,
mineral reserves, useful lives and depreciation methods, potential impairment of long-lived assets, 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.
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
Disclosure Controls and Procedures
At
the end of the period covered by this quarterly report on Form 10-Q for the period ended June 30, 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.
Changes to Internal
Control Over Financial Reporting
There
has been no change in our internal control over financial reporting during the three-month quarterly period ended June 30, 2026, that has materially affected,
or is reasonably likely to materially affect, our internal control over financial reporting.
34
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, Crescent Mining, LLC (“Crescent”
or the “Plaintiff”) filed a lawsuit in the U.S. District Court for the District of Idaho (the “Court”) naming
the Company, Placer Mining Corporation (“Placer”), and Robert Hopper Jr. as defendants. The Plaintiff requested unspecified
damages and alleged that Placer 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 Company subsequently filed a motion to dismiss the claims, resulting in the dismissal
of certain claims without prejudice on March 2, 2022. The Court denied the motion to dismiss filed by Placer for Crescent’s trespass,
nuisance and negligence claims. Crescent subsequently filed an amended complaint on April 1, 2022 naming Placer and the Company as co-defendants.
During 2025, the parties participated in mediation sessions. The Company defended the claims on behalf of itself and Placer, pursuant
to an indemnification obligation under the terms of the sale and purchase agreement between the companies dated December 15, 2021. On
June 26, 2026, the Court granted the Company and Placer complete summary judgment on the Plaintiff’s two CERCLA claims and partial
summary judgment on Crescent’s state-law claims for damages arising before specified cutoff dates. The Plaintiff’s later-period
state-law claims and the Company’s and Placer’s CERCLA contribution claims remain pending for trial or further proceedings.
The Court also denied the Plaintiff’s motion seeking dismissal of the Company’s CERCLA Section 113(f) contribution claim,
which remains pending for trial.
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, except as noted below.
· Ability to restructure or refinance the Silver Loan. The
ability to modify, restructure, and/or refinance the Silver Loan is a material risk to the Company. The Company’s ability to
secure additional capital from equity, and/or debt to refinance the Silver Loan will be critical in the event the Company and
Monetary Metals are unable to agree to a modification and/or restructuring relating to scheduled interest payments or prior to
maturity. There can be no assurance that the Silver Loan will be modified and/or restructured or any such source of funds will be
secured. Discussions with Monetary Metals continue regarding a modification and/or restructuring of the Silver Loan, however, there
is no assurance these discussions will result in a satisfactory resolution to reduce the risk to the Company’s ability to meet
these obligations, in full or in part, without alternation to the Company’s current business plans.
Item
2. Unregistered Sales of Equity Securities and Use of Proceeds
There
were no unregistered sales of equity securities during the three-month quarterly period covered by this report required to be
reported by us.
Repurchases
of Equity Securities
There
were no repurchases of equity securities by us during the three-month quarterly period covered by this report.
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.
35
The
following table provides information for the three months ended June 30, 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
4
0
0
0
0
$ 604
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) None.
(b)
None.
(c)
During the period ended June 30, 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.
36
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
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)
4.2
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)
4.3††
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)
4.4††
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)
4.5
Warrant Indenture, dated March 5, 2026, between Bunker Hill Mining Corp. and Computershare Trust Company of Canada (incorporated by reference to Exhibit 4.8 to the Form 10-K filed on March 6, 2026)
10.1
Bunker Hill Mining Corp. Amended and Restated Stock Option Plan, effective as of June 11, 2026 (incorporated by reference to Schedule C to the Schedule 14A filed on May 13, 2026)
10.2
Bunker Hill Mining Corp. Amended and Restated Restricted Stock Unit Plan, effective as of June 11, 2026 (incorporated by reference to Schedule B to the Schedule 14A filed on May 13, 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 June 30, 2026 and December 31, 2025, (ii) Condensed Interim
Consolidated Statements of Income and Comprehensive Income for the three and six months ended June 30, 2026 and 2025, (iii)
Condensed Interim Consolidated Statements of Cash Flows for the three and six months ended June 30, 2026 and 2025, (iv) Condensed
Interim Consolidated Statements of Changes in Shareholders’ Equity (Deficiency), and (v) Notes to Condensed Interim
Consolidated Financial Statements.
37
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: July 31, 2026
BUNKER HILL
MINING CORP.
By
/s/ Sam Ash
Sam Ash, Chief Executive Officer and President
Date: July 31, 2026
BUNKER HILL
MINING CORP.
By
/s/ Bradley
Barnett
Bradley Barnett, Chief Financial Officer and Corporate
Secretary
38
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.