What changed in this filing

/stocks — the workspaceLOADING

Item 1. Business

2025-03-28 compared with 2024-03-12 · 211 added, 219 removed, 71 unchanged (86% of the section changed)

Company’s sole focus is the development and restart of its 100% owned flagship asset, the Bunker Hill mine (the “Bunker Hill

Hill Mining Corp.

was incorporated under the laws of Nevada in 2007 under its former name Lincoln Mining Corp.

We have one wholly

owned subsidiary, Silver Valley Metals Corp.

Our business address is 1009 McKinley Ave, Kellogg, ID 83837, USA.

The telephone number

for our office is +1 604 417 7952.

We maintain a corporate website at https://bunkerhillmining.com .

Company’s focus is the development and restart of its 100% owned flagship asset, the Bunker Hill mine (the “Bunker Hill

Mine” or the “Mine”) in Idaho, USA.

The Mine remains the largest single producing mine by tonnage in the Silver Valley

region of northwest Idaho, producing over 165 million ounces of silver and 5 million tons of base metals between 1885 and 1981.

Hill Mine is located within Operable Unit 2 of the Bunker Hill Superfund site (EPA National Priorities Listing IDD048340921), where cleanup

activities have been completed.

Company was incorporated for the initial purpose of engaging in mineral exploration activities at the Mine.

The Company has moved into

the development stage concurrent with (i) purchasing the Mine and a process plant, (ii) completing successive technical and economic

studies, including a Prefeasibility Study, (iii) delineating mineral reserves, and (iv) conducting the program of activities outlined

March 2023, the Company amended the exercise price and expiry date of 10,416,667 warrants previously issued in a private placement to

Teck Resources (“Teck”) on May 13, 2022 in consideration for the Company’s acquisition of the Pend Oreille processing

The warrant entitled the holder to purchase one share of common stock of the Company at an exercise price of C$0.37 per Warrant

at any time on or prior to May 12, 2025.

The Company amended the exercise price from C$0.37 to C$0.11 per Warrant and the expiry date

from May 12, 2025, to March 31, 2023.

In March 2023, Teck exercised all 10,416,667 warrants at an exercise price of C$0.11, for aggregate

gross proceeds of 837,460 (C$1,145,834) to the Company.

March 2023, the Company closed a brokered private placement of special warrants (the “March 2023 Offering”), issuing 51,633,727

special warrants of the Company (“March 2023 Special Warrants”) at C$0.12 per March 2023 Special Warrant for $4,536,020 (C$6,196,047),

of which $3,661,822 was received in cash and $874,198 was applied towards settlement of accounts payable, accrued liabilities and promissory

Each March 2023 Unit consists of one share of common stock of the Company (each, a “Unit Share”) and one common stock

purchase warrant of the Company (each, a “Warrant”).

Each whole Warrant entitles the holder thereof to acquire one share

of common stock of the Company (a “Warrant Share”, and together with the Unit Shares, the “Underlying Shares”)

at an exercise price of C$0.15 per Warrant Share until March 27, 2026, subject to adjustment in certain events.

The Special Warrants

issued on March 27, 2023 were converted to 51,633,727 shares of common stock and common stock purchase warrants on July 24, 2023.

June 2023, the Company closed the upsized and improved $67,000,000 project finance package with Sprott, consisting of a $46,000,000

stream and a $21,000,000 new debt facility.

The newly proposed $46,000,000 stream (the “Stream”) was envisaged to have

the same economic terms as the previously proposed $37,000,000 stream, with a $9,000,000 increase in gross proceeds received by the

Company, resulting in a lower cost of capital for the Company.

The Company also announced a new $21,000,000 new debt facility (the

“Debt Facility”), available for draw at the Company’s election for two years.

As a result, total funding

commitments from Sprott was envisaged to increase to $96,000,000 including the RCD royalty convertible debenture (the

“RCD”), the $6,000,000 convertible debenture (the “CD1”), the $15,000,000 convertible debenture (the “CD2”), Stream and debt facility (together, the

“Project Financing Package”).

A $5,000,000 loan facility with Sprott that closed in December 2022 (the

“Bridge Loan”) was repaid from the proceeds of the Stream.

The parties also agreed to extend the maturities of the CD1 and CD2 to March 31, 2026, when the full $6 million and $15

million, respectively, will become due.

July, the Company appointed Paul Smith to its Board of Directors.

on the successful refinancing efforts, Bunker Hill announced the receipt of final listing approval from the TSX Venture Exchange (the “TSX-V”).

The common stock of the Company (the “Common Shares”) began trading on the

TSX-V on September 8, 2023, under the symbol “BNKR”.

The Company’s Common Shares were delisted from the Canadian Stock

Exchange (the “CSE Delisting”) at the close of business on September 7, 2023.

November, the company appointed Gerbrand van Heerden as its new CFO, replacing David Wiens who resigned to pursue another opportunity.

In November, the Company won the ESG Developer / Explorer

of the year award at the ‘Resourcing Tomorrow investment conference’ recognizing the importance of the Company’s ESG

strategy which is critical to enabling the restart of sustainable, profitable, and long-term mining operations within the Bunker Hill

Superfund Site.

During the course of 2023, the Wardner Operating

Yard, the base for Bunker Hill’s future mining operations, underwent a significant transformation.

This included the removal

of the old, prefabricated portal and its replacement with upsized steel arch sets.

This enlarged Russell Portal supports the planned

1800tpd operation with additional upside capacity of 2500tpd.

Whilst this work was underway, procurement of a of the ventilation and air

system was completed, which will be installed before the end of 2024.

Engineering of the main Process Plant is

advancing on track including deep pier ground support to commence as part of site preparation for the construction of the Process Plant.

All main civil, structural and mechanical outputs are on track.

procurement orders have already been issued for the pre-engineered metal building, ore silo, conveyors,

ball mill starter motor, thickeners tanks and inching drive.

Refurbishment of the Pend Oreille mill equipment, the source of the

majority of mill components, was well underway at year end.

During the 2023 a

Subsidiary of Teck Resources Limited (“Teck”) exercised its option for a minimum 5-year, 100% offtake of Bunker

Hill’s zinc and lead concentrates at its smelter in Trail, BC, ensuring a long-term, sustainable revenue source.

early 2020, a new management team comprised of former executives from Barrick Gold Corp.

The Mine remains the largest single producing mine by tonnage in the Silver

Valley region of northwest Idaho, historically producing over 165 million ounces of silver and 5 million tons of base metals between

1885 and 1981.

The Bunker Hill Mine is located within Operable Unit 2 of the Bunker Hill Superfund site (EPA

National Priorities Listing IDD048340921), where cleanup activities have been completed.

Company was incorporated for the purpose of mineral exploration at the Bunker Hill Mine.

The Company has moved into the development

stage concurrent with (i) purchasing the mine and a process plant, (ii) completing successive technical and economic studies, including

a Prefeasibility Study, (iii) delineating mineral reserves, and (iv) advancing the construction of the facilities.

Subject to securing additional financing discussed in Item 7, “Subsequent Events” operations are planned

to commence in 2026.

Project Development

the course of 2024 the Wardner operating yard, the base for Bunker Hill’s future mining operations, continued to undergo

significant change as new offices were installed and major earthworks were undertaken to create the footprint for the operating

Underground, rehabilitation continued to upgrade the historic infrastructure for modern active mining and as part of this a

400hp primary ventilation fan was installed – complete with automatic air doors – and major work was undertaken to

reinforce the decline as it goes through the Cate Fault area (the one major fault high in the Mine).

In parallel with this activity,

the Underground (“UG”) team continued to build up its fleet of heavy mobile equipment.

the main Kellogg yard, construction of the Process Plant advanced significantly with the Plant building structurally complete by

Several remaining pieces of key equipment are still to be placed with the majority of the remaining work spanning

electrical and piping installation.

The Filter Plant also got underway and at year-end had complete foundations and a fully erected

main Filter Feed Tank.

During the quarter ended December 31, 2024 Avista Utilities installed the main power feed from the Kellogg

substation to the yard to ensure the electrical infrastructure is set-up for the significant power draw that will come with

Throughout 2024 refurbishment of Pend Oreille and other used mill equipment advanced as did procurement such that both areas were essentially complete by year ended December 31, 2024.

Instruments in 2024

August 8, 2024, the Company and its subsidiary Silver Valley Metals Corp.

(formerly American Zinc Corp.) (“Silver

Valley”) entered into a secured promissory note purchase agreement with Monetary Metals Bond III LLC (“Monetary

Metals”), a Delaware limited liability company established by Monetary Metals & Co., pursuant to which Monetary Metals

agreed to purchase, and Silver Valley agreed to issue and sell to Monetary Metals, a secured promissory note (the

“Note”) in a private placement.

Pursuant to the Note, Monetary Metals agreed to loan to Silver Valley, in one or more

tranches, up to an aggregate principal amount of U.S.

dollars equal to 1.2 million ounces of silver (the “Silver Loan”).

On August 8, 2024, the Company closed the first tranche of the Silver Loan in the principal amount of $16,422,039, being the number

dollars equal to 609,805 ounces of silver.

After deduction of financing costs and the first-year interest, the Company

received $13,225,005.

The Silver Loan is for a term of three years, secured against the Company’s assets and repayable in

cash or silver ounces.

The Silver Loan bears interest at the rate of 15% per annum, payable in cash or silver ounces on the last

day of each quarterly interest period.

On September 25, 2024, the Company closed the second tranche Silver Loan in the principal

amount of $6,369,000, being the number of U.S.

dollars equal to 200,000 ounces of silver.

After deduction of financing costs and the

first-year interest the Company received $5,352,438.

On November 6, 2024, the Company closed the third tranche Silver Loan in the

principal amount of $6,321,112, being the number of U.S.

dollars equal to 198,777 ounces of silver.

After deduction of financing costs

and the first-year interest the Company received $5,422,474.

On November 8, 2024, the Company closed the fourth tranche Silver Loan

in the principal amount of $1,250,000, being the number of U.S.

dollars equal to 39,620 ounces of silver.

After deduction of financing

costs and the first-year interest the Company received $1,076,563.

On December 30, 2024, the Company closed the fifth tranche Silver

Loan in the principal amount of $1,478,847, being the number of U.S.

dollars equal to 50,198 ounces of silver.

After deduction of

financing costs and the first-year interest the Company received $1,201,781.

series of related transactions also took place concurrently with closing

of the Silver Loan in August 2024 to amend certain terms of the existing financing package with Sprott Private Resource Streaming &

Royalty Corp.

Firstly, the maturity dates of the series 1 convertible debentures and series 2 convertible debentures

(together, the “Debentures”) previously issued by the Company to Sprott were extended from March 31, 2026 to March 31, 2028

and March 31, 2029, respectively.

Additionally, the termination date of the royalty put option (the “Royalty Put Option”)

previously granted by the Company to Sprott was amended from the later of the payment in full of the Debentures and the exercise of the

Royalty Put Option, to the later of the payment in full of the Debentures and March 31, 2029.

The Company also amended certain terms of

the existing loan agreement (the “Sprott Loan”) dated as of June 23, 2023, by and among (i) the Company, (ii) Silver Valley,

and (iii) Sprott Private Resource Streaming and Royalty (US Collector), LP and Sprott Private Resources Streaming and Royalty Annex (US

Collector), LP (collectively, the “Sprott Lenders”) to extend the maturity date of the Sprott Loan from June 30, 2027 to June

30, 2030 and increase the interest payable from June 30, 2027 onwards from 10% to 15%.

As consideration for advancing the Silver

Loan, the Company agreed to issue to Monetary Metals, subject to prior TSXV approval, non-transferable bonus share purchase warrants

(the “Bonus Warrants”) in one or more tranches.

The number of Bonus Warrants issued in each tranche will be equal to (a)

in connection with the first tranche, two times the number of ounces of silver advanced by Monetary Metals under the first tranche (the

“Base Warrants”) and a bonus ratchet of (i) 2.5% of the Base Warrants if at least 500,000 and up to 599,999 silver ounces

are advanced, (ii) 5.0% of the Base Warrants if up at least 600,000 and up to 699,999 silver ounces are advanced, (iii) 10.0% of the

Base Warrants if at least 700,000 and up to 799,999 silver ounces are advanced, and (iv) 15.0% of the Base Warrants if at least 800,000

silver ounces are advanced;

and (b) in connection with any additional tranches, two times the number of ounces of silver advanced under

such tranche.

In any event, the number of Bonus Warrants issuable to Monetary Metals is subject to a cap of 3,000,000 Bonus Warrants.

December 12, 2024, the Company drew $5,000,000 on the Sprott debt facility.

As consideration for Sprott advancing the facility,

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.

rate will apply to claims outside of these areas.

Forecast Update (December 2024)

December 13, 2024, the Company announced that the Bunker Hill Mine restart project underwent a strategic review resulting in an

updated timeline and capital requirements.

Pursuant to this review, the Company updated its forecast for a total restart expenditure

(excluding working capital) of $103 million, up from the previously forecasted $67 million and the $56 million in the 2022

Pre-Feasibility Study (the “PFS”), with the restart project anticipated to be delayed by up to four months.

sufficient project financing for the ongoing development of the Bunker Hill Mine, the Company announced its intention to draw down

in tranches on the $21 million standby facility (the “Standby Facility”) provided by Sprott and finalize the ongoing

discussions with its strategic partners for potential offtake or similar financing for an additional $30 million.

December 19, 2024, the Company drew $5,000,000 on the Standby Facility.

As consideration for Sprott advancing the facility, 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.

early 2020, a management team comprised of former executives from Barrick Gold Corp.

assumed leadership of the Company.

time, the Company conducted multiple exploration campaigns, economic studies and mineral resource estimates, and advanced

the rehabilitation and development of the Mine.

In December 2021, it announced a project finance package with Sprott Private Resource

Streaming & Royalty Corp.

(“Sprott”), an amended Settlement Agreement with the U.S.

Environmental Protection Agency (the

“EPA”), and the purchase of the Bunker Hill Mine, setting the stage for a restart of the Mine.

time, the Company conducted multiple exploration campaigns, economic studies and mineral resource estimates, and advanced the rehabilitation

and development of the Mine.

In December 2021, it announced a project finance package with Sprott, an amended Settlement Agreement with the U.S.

Environmental Protection Agency (the “EPA”),

and the purchase of the Bunker Hill Mine, setting the stage for a restart of the Mine.

and Purchase of the Bunker Hill Mine

Company purchased the Bunker Hill Mine in January 2022, as described below.

to purchasing the Mine, the Company had entered into a series of agreements with Placer Mining Corporation (“Placer Mining”),

the prior owner, for the lease and option to purchase the Mine.

The first of these agreements was dated August 28, 2017, with

subsequent amendments and/or extensions announced on November 1, 2019, July 7, 2020, and November 20, 2020.

to purchasing the Mine in January 2022, the Company had entered into a series of agreements with Placer Mining Corporation (“Placer

Mining”), the prior owner, for the lease and option to purchase the Mine.

The first of these agreements was dated August 28,

2017, with subsequent amendments and/or extensions announced on November 1, 2019, July 7, 2020, and November 20, 2020.

the terms of the November 20, 2020 amended agreement (the “Amended Agreement”), a purchase price of $7,700,000 was agreed,

2 unchanged sentences

The Company agreed to make an advance payment of $2,000,000,

credited toward the purchase price of the Mine, which had the effect of decreasing the remaining amount to an aggregate of $3,400,000 payable in cash and $2,000,000 in common stock of the Company.

credited toward the purchase price of the Mine, which had the effect of decreasing the remaining amount to an aggregate of $3,400,000

payable in cash and $2,000,000 in common stock of the Company.

Amended Agreement also required payments pursuant to an agreement with the EPA whereby for so long as the Company leases, owns and/or

9 unchanged sentences

that was executed in December 2021 (see “EPA 2018 Settlement Agreement & 2021 Amended Settlement Agreement” section below).

2018 Settlement Agreement & 2021 Amended Settlement Agreement

2018 Settlement Agreement & 2021 Amended EPA Settlement Agreement

Hill entered into a Settlement Agreement and Order of Consent with the EPA on May 15, 2018.

6 unchanged sentences

a work program as described in the Ongoing Environmental Activities section of this study

December 2021, the Company entered into an amended Settlement Agreement

(the “Amendment”) between the Company, Idaho Department of Environmental Quality, U.S.

Department of Justice (the “DOJ”)

and the EPA modifying the payment schedule and terms for recovery of historical environmental response costs at Bunker Hill Mine

incurred by the EPA.

With the purchase of the mine, the remaining payments of the EPA cost recovery liability were assumed

by the Company, resulting in a total of $19,000,000 liability to the Company, an increase of $8,000,000.

The new payment schedule included

a $2,000,000 payment to the EPA within 30 days of execution of this amendment, which was made.

remaining $17,000,000 will be paid on the following dates:

November 1, 2024

November 1, 2025

November 1, 2026

November 1, 2027

November 1, 2028

December 2021, the Company entered into an amended Settlement Agreement (the “Amendment”) between the Company, Idaho Department

of Environmental Quality, U.S.

Department of Justice (the “DOJ”) and the EPA modifying the payment schedule and terms for

recovery of historical environmental response costs at Bunker Hill Mine incurred by the EPA.

With the purchase of the mine, the remaining

payments of the EPA cost recovery liability were assumed by the Company, resulting in a total of $19,000,000 liability to the Company,

an increase of $8,000,000.

The new payment schedule included a $2,000,000 payment to the EPA within 30 days of execution of the amendment,

which was made.

Pursuant to the December 2021 Agreement, the

remaining $17,000,000 would be paid on the following dates:

November 1, 2025

1 unchanged sentence

changes in payment terms and schedule were contingent upon the Company securing financial assurance in the form of performance bonds

or letters of credit deemed acceptable to the EPA totaling $17,000,000, corresponding to the Company’s cost recovery obligations

to be paid in 2024 through 2029 as outlined above.

or letters of credit deemed acceptable to the EPA totaling $17,000,000, corresponding to the Company’s cost recovery

obligations to be paid in 2024 through 2029 as outlined above.

In June 2022, the Company was successful in obtaining financial

The amount of the bonds or letters of credit will decrease over time as individual payments are made.

In June 2022, the Company was successful in obtaining financial assurance.

Specifically, a $9,999,000 payment bond

and a $7,001,000 letter of credit were secured by $2,475,000 and $7,001,000 of cash deposits as of September 30, 2022 and provided to

Once the financial assurance was in place, the restructuring of the payment stream under the Amendment occurred with the entire

$17,000,000 liability being recognized as long-term in nature.

October 2022, the Company reported that it had secured a new payment bond to replace the $7,001,000

letter of credit, in two stages.

Initially, the letter of credit was reduced to $2,000,001 as a result of a new $5,000,000 payment bond

obtained through an insurance company.

The collateral for the new payment bond is comprised of a $2,000,000 letter of credit and land

pledged by third parties, with whom the Company has entered into a financing cooperation agreement that contemplates a monthly fee of

$20,000 (payable in cash or common stock of the Company, at the Company’s election).

The new payment bond increased to $7,001,000 (from $5,000,000) on June 2023 due to the advancement of the multi-metals stream from Sprott

Private Resource Streaming & Royalty Corp.

Finance Package with Sprott Private Resource Streaming & Royalty Corp.

December 20, 2021, the Company executed a non-binding term sheet outlining a $50,000,000 project finance package with Sprott Private

Resource Streaming and Royalty Corp.

The term sheet consisted of an $8,000,000

royalty convertible debenture (the “RCD”), a $5,000,000 convertible debenture (the “CD1”), and a multi-metals

stream of up to $37,000,000 (the “Stream”).

The CD1 was subsequently increased to $6,000,000, increasing the project financing

package to $51,000,000.

June 17, 2022, the Company consummated the $15,000,000 convertible debenture (the “CD2”).

As a result, total potential

funding from Sprott was increased to $66,000,000 including the RCD, CD1, CD2 and the Stream (together, the “Project

Financing Package”).

Company closed the $8,000,000 RCD on January 7, 2022.

The RCD bears interest at an annual rate of 9.0%, payable in cash or common stock

at the Company’s option, until such time that Sprott elects to convert a royalty, with such conversion option expiring at the earlier

of advancement of the Stream or July 7, 2023 (subsequently amended as described below).

In the event of conversion, the RCD will cease

to exist and the Company will grant a royalty for 1.85% 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 geophysical survey (the

“Sprott Royalty”).

A 1.35% rate will apply to claims outside of these areas.

The RCD was initially secured by a share pledge

of the Company’s operating subsidiary, Silver Valley, until a full security package was put in place concurrent with the consummation

In the event of non-conversion, the principal of the RCD will be repayable in cash.

Company closed the $6,000,000 CD1 on January 28, 2022, which was increased from the previously announced $5,000,000.

The CD1 bears interest

at an annual rate of 7.5%, payable in cash or common stock at the Company’s option, and matures on July 7, 2023 (subsequently amended,

as described below).

The CD1 is secured by a pledge of the Company’s properties and assets.

Until the closing of the Stream, the

CD1 was to be convertible into shares of Company common stock at a price of C$0.30 per share, subject to stock exchange approval (subsequently

amended, as described below).

Alternatively, Sprott may elect to retire the CD1 with the cash proceeds from the Stream.

The Company may

elect to repay the CD1 early;

if Sprott elects not to exercise its conversion option at such time, a minimum of 12 months of interest would

Concurrent with the funding of the CD2, the Company and Sprott

agreed to a number of amendments to the terms of the RCD, including an amendment of the maturity date from July 7, 2023, to March 31,

The parties also agreed to a Royalty Put Option such that in the event the RCD is converted into a royalty as described above, the

holder of the royalty will be entitled to resell the royalty to the Company for $8,000,000 upon default under the CD1 or CD2 until such

time that the CD1 and CD2 are paid in full.

concurrent with the funding of the CD2 in June 2022, the Company and Sprott agreed to a number of amendments to the terms of the CD1,

including that the maturity date would be amended from July 7, 2023, to March 31, 2025, and that the CD1 would remain outstanding

until the new maturity date regardless of whether the Stream is advanced, unless the Company elects to exercise its option of early

The Company determined that amendments to the terms should not be treated as an extinguishment of CD1, but as a debt

modification.

Company closed the $15,000,000 CD2 on June 17, 2022.

The CD2 bears interest at an annual rate of 10.5%, payable in cash or common stock

at the Company’s option, and matures on March 31, 2025.

The CD2 is secured by a pledge of the Company’s properties and assets.

with the funding of the CD2 in June 2022, the Company and Sprott agreed that the minimum quantity of metal delivered under the Stream,

if advanced, will increase by 10% relative to the amounts noted above.

December 6, 2022, the Company closed a new $5,000,000 loan facility with Sprott (the “Bridge Loan”).

The Bridge Loan, which

was primarily utilized to pay outstanding water treatment payables to the EPA, is secured by the same security package in place

with respect to the RCD, CD1, and CD2.

The Bridge Loan bears interest at a rate of 10.5% per annum and matures at the earlier of (i)

the advance of the Stream, or (ii) June 30, 2024.

In addition, the minimum quantity of metal delivered under the Stream, if advanced,

would increase by 5% relative to amounts previously announced.

In December 2024, the Company made

the second payment under the 2021 Amended Settlement Agreement in the amount of $3,000,000.

As a result, the remainder of the

payment obligation is $14,000,000.

As of December 31, 2024, the Company had two payment bonds of $9,999,000 and $4,001,000 in place

to secure this liability.

As of January 20, 2025 the collateral for the payment bonds are comprised of $2,975,000 letter of credits

and land pledged by third parties, with whom the Company has entered into a financing cooperation agreement that contemplates a

monthly fee of $20,000 (payable in cash or common stock of the Company, at the Company’s election).

2023 Financings

March 2023, the Company amended the exercise price and expiry date of 10,416,667 warrants previously issued in a private placement

to Teck Resources Limited (“Teck”) on May 13, 2022 in consideration for the Company’s acquisition of the Pend

Oreille processing plant.

The warrant entitled the holder to purchase one share of common stock of the Company at an exercise price

of C$0.37 per Warrant at any time on or prior to May 12, 2025.

The Company amended the exercise price from C$0.37 to C$0.11 per

Warrant and the expiry date from May 12, 2025, to March 31, 2023.

In March 2023, Teck exercised all 10,416,667 warrants at an

exercise price of C$0.11, for aggregate gross proceeds of $837,459 (C$1,145,834) to the Company.

March 2023, the Company closed a brokered private placement of special warrants (the “March 2023 Offering”), issuing 51,633,727

special warrants of the Company (“March 2023 Special Warrants”) at C$0.12 per March 2023 Special Warrant for $4,536,020 (C$6,196,047),

of which $3,661,822 was received in cash and $874,198 was applied towards settlement of accounts payable, accrued liabilities and promissory

Each March 2023 Unit consists of one share of common stock of the Company (each, a “Unit Share”) and one common stock

purchase warrant of the Company (each, a “Warrant”).

Each whole Warrant entitles the holder thereof to acquire one share

of common stock of the Company (a “Warrant Share”, and together with the Unit Shares, the “Underlying Shares”)

at an exercise price of C$0.15 per Warrant Share until March 27, 2026, subject to adjustment in certain events.

The Special Warrants

issued on March 27, 2023 were converted to 51,633,727 shares of common stock and common stock purchase warrants on July 24, 2023.

On June 23, 2023, the Company

closed the upsized and improved $67,000,000 project finance package with Sprott, consisting of a $46,000,000 stream and a $21,000,000

new debt facility, as outlined above.

new debt facility.

The Bridge Loan was repaid from the proceeds of the Stream.

The parties also agreed to extend the

maturities of the CD1 and CD2 to March 31, 2026, when the full $6 million and $15 million, respectively, will become due.

January 25, 2022, the Company announced that it had entered into a non-binding Memorandum of Understanding (“MOU”) with Teck

Resources Limited (“Teck”) for the purchase of a comprehensive package of equipment and parts inventory from its Pend Oreille

The parties also agreed to extend the maturities of the

CD1 and CD2 debentures to March 31, 2026, when the full $6 million and $15 million, respectively, will become due.

During 2023 a subsidiary of Teck exercised its option for a minimum 5-year, 100% offtake of Bunker Hill’s zinc and lead

concentrates at its smelter in Trail, British Columbia, ensuring a long-term, sustainable revenue source.

Plant Purchase

May 13, 2022, the Company completed the purchase of a comprehensive package of equipment and parts inventory from Teck’s Pend Oreille

site (the “Process Plant”) in eastern Washington State.

comprises substantially all processing equipment including complete crushing, grinding and flotation circuits

suitable for a planned ~1,500 ton-per-day operation at Bunker Hill, and nearly 10,000 components and parts for mill,

assay lab, conveyer, field instruments, and electrical spares.

The Company paid a $500,000 non-refundable deposit in January 2022.

March 31, 2022, the Company announced that it had reached an agreement to satisfy the remaining purchase price

for the Process Plant by way of an equity issuance of the Company.

Teck will receive 10,416,667 units of the Company (the “Teck

Units”) at a deemed issue price of C$0.30 per unit.

Each Teck Unit consists of one share of Company common stock and one common

stock purchase warrant (the “Teck Warrants”).

Each whole Teck Warrant entitles the holder to acquire one share of Company

common stock at a price of C$0.37 per share for a period of three years.

The equity issuance and purchase of the Process Plant occurred

on May 13, 2022.

The package comprised substantially all processing equipment including

complete crushing, grinding and flotation circuits suitable for a planned ~1,500 ton-per-day operation at Bunker Hill, and nearly 10,000

components and parts for mill, assay lab, conveyer, field instruments, and electrical spares.

Mine is a zinc-lead-silver mine.

When in production, the Company intends to mill mineral resources on-site to produce both zinc and

lead-silver concentrates which will then be shipped to a Teck’s Trail smelter for processing as per the underlying off-take

When in production, the Company intends to mill polymetallic mineralizaton on-site to produce

both zinc and lead-silver concentrates which will then be shipped to Teck’s Trail smelter for processing as per the underlying

off-take agreement.

Infrastructure

Mine includes all mining rights and claims, surface rights, fee parcels, mineral interests, easements, existing infrastructure at Milo

Gulch, and the majority of machinery and buildings at the Kellogg Tunnel portal level, as well as all equipment and infrastructure anywhere

underground at the Bunker Hill Mine Complex.

Gulch, and the majority of machinery and buildings at the Kellogg Tunnel portal level, as well as all equipment and infrastructure underground at the Bunker Hill Mine Complex.

It also includes all current and historic data relating to the Bunker Hill Mine Complex,

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financial condition or results of operations.

may be necessary to obtain the following environmental permits or approved plans prior to commencement of mine operations:

quality operating permit

this permit is required, there can be no assurance that the Company will be able to obtain it in a timely manner or at all.

further detail, please refer to the “Environmental Studies and Permitting” section of the “Technical Report Summary”

in Item 2 below.

Company has mineral rights to approximately 440 patented mining claims covering over 5700 acres.

will be necessary to obtain one additional operations permit, the air quality permit, from the IDEQ prior to commencement of mine operations.

As the air quality permit is required for operations, there can be no

assurance that the Company will be able to obtain it in a timely manner or at all.

For further detail, please refer to the

“Environmental Studies and Permitting” section of the “Technical Report Summary” in Item 2 below.

Company has mineral rights to 440 patented mining claims covering over 5,700 acres.

Of these claims, 35 include surface

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handled by the EPA at the existing CTP.

The Company expects to be responsible for water treatment in the future and obtain an

appropriate discharge permit.

The Company expects to be responsible for water treatment in the future and obtain an appropriate

discharge permit.

further detail, please refer to the “Property Description and Ownership” section of the “Technical Report Summary”

10 unchanged sentences

metals in the world market.

Company has twenty employees as of December 31, 2023.

The balance of the Company’s operations is contracted for as consultants.

to Security Holders

Company files reports with the SEC under section 15d of the Securities Exchange Act of 1934 (the “Exchange Act”).

will be filed electronically.

All copies of any materials filed with the SEC may be read at the SEC’s Public Reference Room at

100 F Street, NE, Room 1580, Washington, D.C.

Information on the operation of the Public Reference Room may be obtained by calling

the SEC at 1-800-SEC-0330.

The SEC also maintains an Internet site that will contain copies of the reports that are filed electronically.

The address for the SEC Internet site is http://www.sec.gov .

Company had forty full time employees as of December 31, 2024.

The balance of the Company’s operations is comprised of

contracted labor and consultants.

We make available, free of charge, on

or through our Internet website, at www.bunkerhillmining.com , our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange

Our website and the information contained therein or connected thereto are not intended to be, and are not, incorporated into this

Annual Report.

Our reports and other information can

be inspected on the SEC’s website at www.sec.gov .

The Company also files reports under Canadian regulatory requirements

on the System for Electronic Document Analysis and Retrieval (“SEDAR+”).

The Company’s reports which are filed on SEDAR+

can be found under the Company’s SEDAR+ profile at www.sedarplus.ca .

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business