What changed in this filing

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Item 9A. Controls and Procedures

2025-03-28 compared with 2024-03-12 · 436 added, 463 removed, 198 unchanged (82% of the section changed)

13 unchanged sentences

and principal financial officers to allow timely decisions regarding disclosure.

of the end of the period covered by this report, the Company made an evaluation of the effectiveness of the design and operation of the

of the end of the period covered by this report, the Company’s management, including its principal executive and principal financial officers, made an evaluation of the effectiveness of the design and operation of the

disclosure controls and procedures over financial reporting for the timely alert to material information required to be included in the

51 unchanged sentences

in Disclosure Controls and Procedures and Internal Control Over Financial Reporting

has been no change in the Company’s disclosure controls and procedures and internal control over financial reporting, other than

the remediation of the material weakness described below that materially affected or was reasonably likely to materially affect the Company’s

disclosure controls and procedures and internal control over financial reporting.

of Previously Reported Material Weakness

previously disclosed in the Form 10-K for the year ended December 31, 2022, management had concluded there was a material weakness in

the Company’s disclosure controls and procedures and identified significant deficiencies in the Company’s internal control

over financial reporting.

actions were fully implemented and executed during the year ended December 31, 2023, which include:

Company replaced certain accounting resources with qualified finance and accounting staff who are experienced in established and

proven internal controls and accounting procedures with other companies in the same industry.

Company engaged a third-party firm to assist in developing and implementing disclosure controls and procedures and internal control

policies and procedures over financial reporting.

segregation and assignment of duties between individuals and third-party firms were implemented to perform the regular accounting

and finance functions of the Company to assure that transactions occurred timely and in a controlled manner.

and controls were implemented over accounts payable transactions and account reconciliations, including the timely submission, review

and payment of management expense reports.

remediation actions were fully implemented and are reflected in the Company’s transactions in 2023;

and, as a result, the Company’s

management, with the participation of the CEO and CFO, have concluded that, as of December 31.

2023, the material weakness was remediated.

has been no change in the Company’s disclosure controls and procedures and internal control over financial reporting.

report does not include an attestation report of the Company’s registered public accounting firm regarding disclosure controls

3 unchanged sentences

OTHER INFORMATION

Trading Arrangements and Policies

During the quarter ended December 31, 2024, none of our directors or executive officers adopted

or terminated a “Rule 10b5-1 trading arrangement” or a “non-Rule 10b5-1 trading arrangement” (as those terms are

defined in Item 408 of Regulation S-K).

In addition, we did not adopt or terminate a Rule 10b5-1 trading arrangement during the quarter

ended December 31, 2024 .

DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

and Executive Officers

following table sets forth the directors, executive officers, their ages, and all offices and positions held within the Company as of

December 31, 2023.

Directors are elected for a period of one year and thereafter serve until their successor is duly elected by the stockholders

and qualified.

Officers and other employees serve at the will of the Board.

Held with the Company

First Elected or Appointed

CEO and Director

Chairman and Director

and Corporate Secretary

Ash was a Partner from 2015 to 2018 at Barrick Gold Corp.

(“Barrick”) and held various roles over the nine years

employed there between 2009 and 2018.

This includes three years as General Manager of the Lumwana Copper Mine in Zambia (2016–2018),

Technical Support Manager to Barrick’s Copper Business Unit (2014–2016), General Support Manager on the Cortez Mine in Nevada

(2012–2014) and Chief Engineer leading the roll-out of new Underground Mining standards in the USA and Tanzania (2011–2012).

Directors and Executive Officers

The following table sets forth the directors, executive

officers, their ages, and all offices and positions held within the Company as of December 31, 2024.

Directors are elected for a period

of one year and thereafter serve until their successor is duly elected by the stockholders and qualified.

Officers and other employees

serve at the will of the Board.

Position Held with the Company

Date First Elected or Appointed

President, CEO and Director

April 14, 2020

Richard Williams

Executive Chairman and Director

March 27, 2020

Gerbrand van Heerden

CFO and Corporate Secretary

November 1, 2023

June 30, 2022

Cassandra Joseph

Former Director

November 2, 2020

October 1, 2024

January 5, 2018

Pamela Saxton

October 30, 2020

Biographical Information

Ash was a Partner at Barrick Gold Corp.

(“Barrick”) from 2015 to 2018 and held various roles over a nine year

tenure between 2009 and 2018.

His role at Barrick included three years as General Manager of the Lumwana Copper Mine in Zambia

(2016–2018), Technical Support Manager to Barrick’s Copper Business Unit (2014–2016), General Support Manager on

the Cortez Mine in Nevada (2012–2014) and Chief Engineer leading the roll-out of new Underground Mining standards in the USA

and Tanzania (2011–2012).

Prior to his time at Barrick, Mr.

Ash served as Manager of New Operations for Veris Gold Corp.

(formerly, Yukon-Nevada Gold Corp.), primarily

on the Jerritt Canyon Mine in Nevada, and also as an Underground Mine Supervisor with Drummond Company, Inc.

He has recently completed

his Masters’ Degree in Leadership and Strategy at the London Business School and has a BS in Mining Engineering from the University

of Missouri Rolla.

Williams is an executive with an established track-record of transformational leadership within the mining industry and other

demanding environments.

He is currently an advisor to companies facing complex operational, political or ESG challenges.

Chief Operating Officer of Barrick (2015–2018) and the company’s Executive Envoy to Tanzania (2017–2018), he has also

served as Chief Executive Officer of the Afghan Gold and Minerals Company (2010-2014), non-executive director of Trevali Mining Corporation

(2019–2022) and as a non-executive director of Gem Diamonds Limited (2007–2015).

Prior to his commercial mining experience,

Williams served as the Commanding Officer of the British Army’s Special Forces Regiment, the SAS.

He holds an MBA from Cranfield

University, a BSc in Economics from University College London and an MA in Security Studies from Kings College London.

van Heerden is the Company’s Chief Financial Officer and Corporate Secretary.

Gerbrand is an experienced mining company

CFO with over 20 years of mining industry experience.

(formerly, Yukon-Nevada Gold Corp.), primarily on the Jerritt Canyon Mine in Nevada, and also as an Underground Mine Supervisor with

Drummond Company, Inc.

He achieved a Masters’ Degree in Leadership and Strategy at the London Business School and has a BS in

Mining Engineering from the University of Missouri Rolla.

Williams is an experienced mining executive and organizational leader with an established track-record of transformational

leadership within the mining industry and other demanding environments.

He is currently an advisor to companies facing complex

operational, political or ESG challenges.

Formerly the Chief Operating Officer of Barrick (2015–2018) and the company’s

Executive Envoy to Tanzania (2017–2018), he has also served as Chief Executive Officer of the Afghan Gold and Minerals Company

(2010-2014), non-executive director of Trevali Mining Corporation (2019–2022) and as a non-executive director of Gem Diamonds

Limited (2007–2015).

Prior to his commercial mining experience, Mr.

Williams served as the Commanding Officer of the British

Army’s Special Forces Regiment, the SAS.

He holds an MBA from Cranfield University, a BSc in Economics from University College

London and an MA in Security Studies from Kings College London.

Gerbrand van Heerden is an experienced financial executive with over 20 years of mining industry experience.

From May 2020 to October 2023, Mr.

van Heerden served as the Chief Financial Officer

of BMC Minerals Limited.

From November 2017 to May 2020, he served in various roles at Trevali Mining Corporation, including as Chief

Financial Officer and Senior Vice President of Business Development/Finance.

van Heerden served as the Chief Financial Officer of BMC Minerals Limited.

From November 2017 to May

2020, he served in various roles at Trevali Mining Corporation, including as Chief Financial Officer and Senior Vice President of Business

Development/Finance.

From March 2013 to October 2017, Mr.

van Heerden served

as the Chief Financial Officer of Rosh Pinah Zinc Corporation (Proprietary) Limited, a subsidiary of Glencore Plc.

From October 2005

to March 2013, he served in various roles at Metorex Limited, including as General Manager of Metorex Commercial Services, a finance

executive, and as Group Financial Controller.

van Heerden started his professional career as a Tax and Assurance Manager with Deloitte.

He is a CPA registered with the Chartered Professional Accountants of British Columbia and a CA(SA) registered in South Africa and holds

a Bachelor of Commerce (Honors) Degree in Accounting from the University of Johannesburg.

Cruise is a professional geologist with over 27 years of international exploration, development and mining experience.

former polymetallic commodity specialist with Anglo American plc, Dr.

Cruise founded and was Chief Executive Officer of Trevali

Mining Corporation.

Under his leadership, from 2007 to 2019, the company grew from an initial discovery into a global

zinc-lead-silver producer with operations in the Americas and Africa.

Cruise currently serves as a non-executive director of

Velocity Minerals Ltd.

(since 2017), NiCAN Ltd (since 2022), Interra Copper Corp (sine 2023) and Volta Metals Ltd.

van Heerden served as the Chief Financial Officer of Rosh Pinah Zinc Corporation

(Proprietary) Limited, a subsidiary of Glencore Plc.

From October 2005 to March 2013, he served in various roles at Metorex Limited, including

as General Manager of Metorex Commercial Services, a finance executive, and as Group Financial Controller.

van Heerden started his

professional career as a Tax and Assurance Manager with Deloitte.

He is a CPA registered with the Chartered Professional Accountants of

British Columbia and a CA(SA) registered in South Africa and holds a Bachelor of Commerce (Honors) Degree in Accounting from the University

of Johannesburg.

Mark Cruise is a professional geologist

with over 27 years of international exploration, development and mining experience.

A former polymetallic commodity specialist with Anglo

American plc, Dr.

Cruise founded and was Chief Executive Officer of Trevali Mining Corporation.

Under his leadership, from 2007 to 2019,

the company grew from an initial discovery into a global zinc-lead-silver producer with operations in the Americas and Africa.

currently serves as a non-executive director of Velocity Minerals Ltd.

(since 2017), NiCAN Ltd (since 2022), Interra Copper Corp (sine

2023) and Volta Metals Ltd.

(since 2023).

previously served as COO, CEO, and director of New Pacific Metals Corp.

(2020–2022), a non-executive director of Abzu

Resources (2010–2011), Prism Resources Inc.

(2016–2019), Ethos Gold Corporation (2010–2015), and Tincorp Metals

He previously served as COO, CEO, and director of New Pacific Metals Corp.

a non-executive director of Abzu Resources (2010–2011), Prism Resources Inc.

(2016–2019), Ethos Gold Corporation (2010–2015),

and Tincorp Metals Inc.

(formerly Whitehorse Gold Corp.) (2020–2022).

Joseph is an American lawyer with extensive experience managing the commercial relationship between mining companies and environmental

Since February 2023, she has been Vice President, General Counsel and Corporate Secretary of Ivanhoe Electric Inc.

was Senior Vice President, General Counsel and Corporate Secretary for Nevada Copper Corp.

from May 2019 to January 2023 and Associate

General Counsel for Tahoe Resources Inc.

from 2015 until it was acquired by Pan American Silver Corp.

She also served as a non-executive

director of Century Lithium Corporation (2021–2023).

Before this, she worked for the Attorneys General of California (2001–2005)

and Nevada (2011–2015), as Deputy and Senior Deputy Attorney General, and as a partner in Watson Rounds PLC (now Brownstein Hyatt

Farber Schreck LLP) (2005–2011).

Educated at Santa Clara University, and University of California at Berkeley, she was called to

the State Bar of California in 1999;

Court of Appeals, Ninth Circuit in 2001;

State Bar of Nevada in 2005;

Court of Appeals and Federal Circuit in 2007.

Hall currently serves as a director of the Company.

Since August 2016, he has been a partner in Valuestone Advisors Limited,

manager of Valuestone Global Resources Fund 1, a mining fund associated with Jiangxi Copper Corporation and China Construction Bank International.

Hall has more than 40 years’ experience in the resource field, much of it in Asia.

From 2005 to 2016, he directed corporate

development efforts in Asia for Hunter Dickinson Inc.

(HDI), raising capital, establishing strategic partnerships and broadening the

Asian shareholder base for HDI public companies.

From 2007 to 2011, he was Senior Vice President of Continental Minerals Corporation,

which developed the Xietongmen copper-gold project in Tibet, China before selling to China’s Jinchuan Group in 2011 for $446 million.

Kast has nearly 30 years of in-house legal experience, including twenty years as a top legal officer in the mineral

resource industry.

Kast currently serves as the Vice President, General Counsel and Chief Administrative Officer of Rare Element

Resources, Ltd.

(“RER”) (since July 2024).

Prior thereto, she served in various capacities for RER including as a

consultant (June 2015 through June 2024), interim President and CEO (March 2024 through May 2024), Director (August 2022 through

August 2024) and as the Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary (July 2012 through May

Prior to her tenure with RER, she served as Coeur d’Alene Mines Corporation’s Sr.

Vice President, General

Counsel, Chief Administrative Officer and Corporate Secretary from May 2009 to April 2012, and as the Vice President, General

Counsel and Corporate Secretary from May 2005 to April 2009.

From 2004 to 2005, Ms.

Kast served as Corporate Counsel for HealtheTech

From 1997 to 2003, she served as the Assistant General Counsel and Corporate Secretary for Global Water Technologies Inc.

Psychrometric Systems, Inc.

Kast earned her Juris Doctor from the University of South Dakota School of Law and her

Bachelor’s degree from the University of Idaho.

Hall is a proven financial executive in director international resource sector.

Since August 2016, he has been a partner in

Valuestone Advisors Limited, manager of Valuestone Global Resources Fund 1, a mining fund associated with Jiangxi Copper Corporation

and China Construction Bank International.

Hall has more than 40 years’ experience in the resource field, much of it in

From 2005 to 2016, he directed corporate development efforts in Asia for Hunter Dickinson Inc.

(HDI), raising capital,

establishing strategic partnerships and broadening the Asian shareholder base for HDI public companies.

From 2007 to 2011, he was

Senior Vice President of Continental Minerals Corporation, which developed the Xietongmen copper-gold project in Tibet, China before

selling to China’s Jinchuan Group in 2011 for $446 million.

Since 2014 Mr.

Hall has been a director and Investment Committee member of Can-China Global Resources Fund, an energy and mining fund

backed by the Export-Import Bank of China.

Hall currently serves as a non-executive director of New Pacific Metals Corp.

and Arcland Resources Inc (since 2023, and he previously served as a non-executive director of Nova Canada Enterprises (2001–2004),

Stepstone Enterprises Ltd.

(2001–2004), Kona Bay Technologies Inc.

Hall has been a director and Investment Committee

member of Can-China Global Resources Fund, an energy and mining fund backed by the Export-Import Bank of China.

Hall currently

serves as a non-executive director of New Pacific Metals Corp.

(since 2022) and Arcland Resources Inc (since 2023, and he previously

served as a non-executive director of Nova Canada Enterprises (2001–2004), Stepstone Enterprises Ltd.

(2001–2004), Kona

Bay Technologies Inc.

(2004–2020), CY Oriental Holdings Ltd.

(2007–2011), Baikal Forest Corp.

(2011–2012), Hylands International Holdings Inc.

(2011–2012), Hylands

International Holdings Inc.

(2013–2016), Nanotech Security Corp.

(2015–2019), and Bexar Ventures Inc.

Hall is a graduate of the University of British Columbia (BA, MA) and has diplomas from

Beijing University and Beijing Language Institute.

Saxton is an experienced mining company executive and director.

She has served on the Board of Timberline Resources Corporation

and as Audit Committee Chair since May 2021 and was a Board Member and Audit Committee Chair at Pershing Gold Corporation from 2017 to

Hall is a graduate of the University of British Columbia (BA, MA) and has diplomas from Beijing University and Beijing Language

Saxton is an experienced mining company executive and independent director.

She currently serves as a director of Rare

Element Resources, Ltd.

(since August 2024).

She has served on the Board of Timberline Resources Corporation and as Audit Committee

Chair from May 2021 to August 2024 and was a Board Member and Audit Committee Chair at Pershing Gold Corporation from 2017 to 2019.

She also has served on the Board of Aquila Resources Inc.

from 2019 to 2021 and served on a North American Advisory Board for Damstra

Technology – Damstra Holdings Limited from 2021 to 2022.

As an executive, she served as Executive Vice President and CFO for Thompson

Creek Metals Company (2008–2016) and as CFO for NewWest Gold Corporation (2006-2007).

Having started her professional life working

as an auditor for Arthur Andersen in Denver, Colorado, her career has included senior finance appointments in the American natural resources

industry, including serving as VP Finance for Franco-Nevada Corporation’s U.S.

Saxton is qualified to serve on

the Board by virtue of her expertise in finance, accounting and auditing matters.

Smith is the former Head of Strategy at Glencore (LON:

GLEN) (2011–2020), and CFO of the DRC-based Glencore subsidiary

Katanga Mining (2019–2020).

He is currently Managing Partner at Voltaire Minerals Partners, a Swiss-based critical metals advisory

business (since October 2022), a non-executive director at Seadrill (NYSE:

SSDRL) (since November 2021) and a director at Echion Technologies

Ltd (since August 2021).

He trained as an accountant before working as an investment banker at Close Brothers and Credit Suisse.

based in Zug, Switzerland and leads the Growth Committee of the board of directors of the Company.

Relationships

are no family relationships between any of the current directors or officers of the Company.

in Certain Legal Proceedings

the Company nor its property is the subject of any other pending legal proceedings, and no other such proceeding is known to be contemplated

by any governmental authority.

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.

from 2019 to 2021 and served on a North American Advisory Board for

Damstra Technology – Damstra Holdings Limited from 2021 to 2022.

As an executive, she served as Executive Vice President and

CFO for Thompson Creek Metals Company (2008–2016) and as CFO for NewWest Gold Corporation (2006-2007).

Having started her

professional life working as an auditor for Arthur Andersen in Denver, Colorado, her career has included senior finance appointments

in the American natural resources industry, including serving as VP Finance for Franco-Nevada Corporation’s U.S.

Saxton is qualified to serve on the Board by virtue of her expertise in finance, accounting and auditing matters.

Smith is a natural resource strategist and subject matter expert.

Mr Smith was the former Head of Strategy at Glencore (LON:

GLEN) (2011–2020), and Chief Financial Offer of the DRC-based Glencore subsidiary Katanga Mining (2019–2020).

He is currently a

non-executive director at Seadrill (NYSE:

SSDRL) (since November 2021) and a director at Echion Technologies Ltd (since August

He is the founder of Energy Reach Partners, Voltaire Minerals Partners and Collingwood Capital Partners.

He trained as an

accountant before working as an investment banker at Close Brothers and Credit Suisse.

He is based in Zug, Switzerland and leads the

Growth Committee of the board of directors of the Company.

Family Relationships

There are no family relationships between any of the

current directors or officers of the Company.

Involvement in Certain Legal Proceedings

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.

Directorships

of the Company’s executive officers or directors is a director of any company with a class of equity securities registered pursuant

to Section 12 of the Exchange Act or subject to the requirements of the Exchange Act or any company registered as an investment company

under the Investment Company Act of 1940.

Company’s Board has adopted a code of ethics that will apply to its principal executive officer, principal financial officer and

principal accounting officer or controller and to persons performing similar functions.

The code of ethics is designed to deter wrongdoing

and to promote honest and ethical conduct, full, fair, accurate, timely and understandable disclosure, compliance with applicable laws,

rules and regulations, prompt internal reporting of violations of the code and accountability for adherence to the code.

will provide a copy of its code of ethics, without charge, to any person upon receipt of written request for such, delivered to our corporate

headquarters.

All such requests should be sent care of Bunker Hill Mining Corp., Attn:

Corporate Secretary, 82 Richmond Street East,

Toronto, Ontario, Canada, M5C 1P1.

None of the Company’s executive officers or

directors is a director of any company with a class of equity securities registered pursuant to Section 12 of the Exchange Act or subject

to the requirements of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

Code of Ethics

The Company’s Board has adopted a code of ethics

that will apply to its principal executive officer, principal financial officer and principal accounting officer or controller and to

persons performing similar functions.

The code of ethics is designed to deter wrongdoing and to promote honest and ethical conduct, full,

fair, accurate, timely and understandable disclosure, compliance with applicable laws, rules and regulations, prompt internal reporting

of violations of the code and accountability for adherence to the code.

The Company will provide a copy of its code of ethics, without

charge, to any person upon receipt of written request for such, delivered to our corporate headquarters.

All such requests should be sent

care of Bunker Hill Mining Corp., Attn:

Corporate Secretary, 82 Richmond Street East, Toronto, Ontario, Canada, M5C 1P1.

Insider Trading Arrangements and Policies

The Company has adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions

of our securities by directors, officers and employees, or the Company itself, that are reasonably designed to promote compliance with

insider trading laws, rules and regulations, and any listing standards applicable to the Company.

EXECUTIVE COMPENSATION

Compensation Table

following table sets forth, for the years indicated, all compensation paid, distributed or accrued for services, including salary and

bonus amounts, rendered in all capacities by the Company’s principal executive officer, chief financial officer and all other executive

the information contained below represents compensation paid, distributed or accrued to the Company’s officers for their

work related to the Company.

Summary Compensation Table

The following table sets forth, for

the years indicated, all compensation paid, distributed or accrued for services, including salary and bonus amounts, rendered in all

capacities by the Company’s principal executive officer, chief financial officer and all other executive officers.

information contained below represents compensation paid, distributed or accrued to the Company’s officers for their work

related to the Company.

Principal Position

Non-qualified

Gerbrand van Heerden Chief Financial Officer

David Wiens (2)

Former Chief Financial Officer

Stock Awards (1) ($)

Non-Equity Incentive Plan Compensation (2) (#)

Non-qualified Deferred Compensation Earnings ($)

Richard Williams

1 unchanged sentence

Chief Executive Officer

November 2022, 3,378,548 RSUs were issued to officers of the Company.

These RSUs are calculated using a share price of C$.0155 on

the applicable grant date and will vest in one third increments on March 31, 2023, March 31, 2024, and March 31, 2025.

June 2023, 2,742,405 RSUs were issued to officers of the Company.

These RSUs are calculated using a share price of C$.024 on the

applicable grant date and vested immediately.

July 2023, 4,832,600 RSUs were issued to officers of the Company.

These RSUs are calculated using a share price of C$.023 on the

applicable grant date and will vest in one third increments on March 31, 2024, March 31, 2025, and March 31, 2026.

Wiens resigned as the Company’s CFO on October 31, 2023.

van Heerden became the Company’s CFO on November 1, 2023.

of Plan Based Awards

June 01, 2023, 2,742,405 RSUs were issued to officers of the Company.

These RSUs vested immediately.

July 04, 2023, 4,832,600 RSUs were issued to officers of the Company.

These RSUs will vest in one third increments on March 31, 2024,

March 31, 2025, and March 31, 2026.

November 17, 2022, 3,378,548 RSUs were issued to officers of the Company.

These RSUs will vest in one third increments on March 31, 2023,

March 31, 2024, and March 31, 2025.

Stock Options Awards At Fiscal Year End

following table provides a summary of equity awards outstanding at December 31, 2023, for each of the named executive officers.

Gerbrand van Heerden (3) Chief Financial Officer

David Wiens (4)

Former Chief Financial Officer

amounts reported in the above table reflect the aggregate grant date fair value of RSU awards, calculated in accordance with FASB

ASC Topic 718.

These values have been determined under the principles used to calculate the grant date fair value of equity awards

for purposes of the Company’s financial statements, as set forth in Note 10 to this Annual Report on Form 10-K.

2024 C$ amounts have been converted to $ using the C$/US$ exchange rate as of the applicable grant date.

The short-term incentive plan amounts earned with respect to 2024 have not been finalized as of the date of this report and will be disclosed in the Company’s proxy statement.

Gerbrand van Heerden became the Company’s CFO on November 1, 2023.

David Wiens resigned as the Company’s CFO on October 31, 2023.

Outstanding Stock Options Awards At Fiscal Year

The following table provides a summary of equity awards

outstanding as of December 31, 2024, for each of the named executive officers.

Outstanding Equity Awards At 2024 Fiscal Year-End

Option Awards (1)

Number of Securities Underlying Unexercised Options (#) Exercisable

Number of Securities Underlying Unexercised Options (#) Unexercisable

Equity Incentive Plan Awards:

Number of Securities Underlying Unexercised Unearned Options (#)

Stock Awards (1)

Name of NEO and Position

Number of shares of common stock underlying unexercised Options

(#) exercisable

Number of shares of common stock underlying unexercised Options (#) unexercisable

Option exercise price

Number of Shares or Units of Stock That Have Not Vested

Market Value of Shares or Units of Stock That Have Not Vested

Equity Incentive Plan Awards:

Number of Unearned Shares, Units or Other Rights That Have Not Vested

Equity Incentive Plan Awards:

Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested

Gerbrand van Heerden

Richard Williams (1)

of December 31, 2023, Richard Williams held 3,750,000 vested DSU’s and 1,250,000 unvested DSU’s.

Incentives and Compensation Plans

part of its overall compensation, the Company provides for time-based RSUs, DSUs and options (“Options,” and collectively

with RSUs and DSUs, “Awards”) that may be granted to employees, officers and eligible consultants and directors of the Company

and its affiliates.

Option expiration date

Number of shares or units of shares that have not vested (#)

Market or payout value of share awards that have not vested

Richard Williams, Executive Chairman

1,059,200 (3)

2,556,566 (4)

1,191,600 (3)

2,876,137 (4)

Gerbrand van Heerden, CFO

David Wiens, Former CFO

All C$ amounts have been converted to $ using the C$/US$ exchange rate as of December 31, 2024.

These restricted stock units (“RSUs”) vested on March 31, 2025.

Half of these RSUs vested on March 31, 2025, and the other half vests on March 31, 2026.

One-third of these RSUs vested on March 13, 2025, and the balance will vest in equal increments on March 13, 2026, and March 13, 2027.

These RSUs vested on January 26, 2025.

Value is equal to the number of outstanding awards multiplied by C$0.155, the closing price on the TSXV for the shares of common stock on December 31, 2024.

Long-Term Incentives and Compensation Plans

As part of its overall compensation, the Company provides

for time-based RSUs, DSUs and options (“Options,” and collectively with RSUs and DSUs, “Awards”) that may be granted

to employees, officers and eligible consultants and directors of the Company and its affiliates.

Recipients of Awards are defined as “Participants”.

aim of the Company’s compensation program is to attract and retain highly qualified executives and to link compensation to performance

and shareholder value.

This must ensure that the compensation is sufficiently competitive to achieve this objective.

The Board considers

a number of factors in order to determine compensation, including the Company’s contractual obligations, the individual’s

performance and other qualitative aspects of the individual’s performance and achievements, the amount of time and effort the individual

will devote to the Company and the Company’s financial resources.

Company’s compensation program is comprised of:

base salary or management fee arrangement and benefits .

The base salaries or management fee arrangements and benefits paid to

the key executives are not based on any specific formula and are set so as to be competitive with other companies of similar size

and state of development in the mineral industry.

This base salary also includes sign-on incentives, which may be issued in the form

of cash, RSUs, DSUs or Options.

The aim of the Company’s compensation program

is to attract and retain highly qualified executives and to link compensation to performance and shareholder value.

The compensation therefore must be sufficiently competitive to achieve this objective.

The Board considers a number of factors in order to determine

compensation, including the Company’s contractual obligations, the individual’s performance and other qualitative aspects

of the individual’s performance and achievements, the amount of time and effort the individual will devote to the Company and the

Company’s financial resources.

The Company’s compensation program is comprised

A base salary or management fee arrangement and benefits .

The base salaries or management fee arrangements and benefits paid to the key executives are not based on any specific formula and are set so as to be competitive with other companies of similar size and state of development in the mineral industry.

This component of the Company’s compensation program also includes sign-on incentives, which may be issued in the form of cash, RSUs, DSUs or Options.

short-term incentive program in the form of bonuses .

Bonuses are paid to key executives based on individual, team and Company

performance and the executive’s position in the Company.

Any bonus awards are at the sole discretion of the Board.

incentives consist of DSUs, RSUs, and Options which provide the Board with additional long-term incentive mechanisms to align

the interests of the directors, officers, employees or consultants of the Company with shareholder interests.

These incentives also

provides for, among other things, an accelerated vesting of awards in the event of a change in control, thereby aligning the Company’s

practices with current corporate governance best practices respecting a change in control.

Board believe that equity-based compensation plans are the most effective way to align the interests of management with those of shareholders.

Long-term incentives must also be competitive and align with the Company’s compensation philosophy.

Company does not have a pension plan that provides for payments or benefits to its executive officers.

of Control Agreements

Company has provided change of control benefits to certain senior officers to encourage them to continue their employment in the event

of a purchase, sale, reorganization, or other significant change in the business.

the employment agreement of the senior officer is terminated by the (a) Company without just cause, or (b) senior officer for good reason

pursuant to the terms of the employment agreement, at any time within 12 months of a change of control, the Company is required to make

a lump sum severance payment equal to 24 months of base salary.

In addition, at such time all Awards shall be deemed to have vested,

and all restrictions and conditions applicable to such Awards shall be deemed to have lapsed and the Awards shall be issued and delivered.

Company has various employment agreements with certain executives, which provide for compensation and certain other benefits and for

severance payments under certain circumstances.

Certain employment agreements also contain clauses that become effective upon a change

of control of the Company, as described above.

The Company may be obligated to pay certain amounts to such employees upon the occurrence

of any of the defined events in the various employment agreements.

Compensation Plan Information

August 4, 2023, the shareholders of the Company approved the Amended and Restated Restricted Stock Unit Incentive Plan of the Company

(the “RSU Plan”).

Pursuant to the RSU Plan, restricted stock units (“RSUs”) of the Company have been reserved

for purposes of possible future issuances, with each RSU representing the right to receive one share of Company common stock.

Plan is intended to enhance the Company’s ability to attract and retain highly qualified officers, directors, key employees, consultants

and other persons, and to motivate such officers, directors, key employees, consultants and other persons to serve the Company and to

expend maximum effort to improve the business results and earnings of the Company by providing to such persons an opportunity to acquire

or increase a direct proprietary interest in the operations and future success of the Company.

To this end, the RSU Plan provides for

the grant of RSUs and any of these awards of RSUs (“RSU Awards”) may, but need not, be made as performance incentives to

reward attainment of annual or long-term performance goals of the Company.

following information is intended to be a brief description and summary of the material features of the RSU Plan:

maximum number of shares of common stock available for issuance under the RSU Plan is 26,581,075, subject to adjustment or increase

of such number pursuant to the terms of the RSU Plan.

number of share of common stock to be issued under the RSU Plan shall not exceed 10% of the total number of the issued and outstanding

shares of common stock as of July 5, 2023.

the event that an RSU Award is settled in cash, forfeited, surrendered, cancelled or otherwise terminated, the shares of common stock

reserved for issuance in connection with such RSU Award will be returned to the pool of available common stock authorized for issuance

under the RSU Plan and will be available for reservation pursuant to a new RSU Award grant.

Awards may be made under the RSU Plan to any employee, director or consultant of the Company, as the Board shall determine and designate

from time to time.

Awards granted under the RSU Plan are subject to a minimum vesting period of one year, with certain exceptions.

Awards granted under the RSU Plan may, in the discretion of the Board, be granted either alone or in addition to, in tandem with,

or in substitution or exchange for, any other RSU Award or any award granted under another plan of the Company.

the time a grant of RSUs is made, the Board may, in its sole discretion, establish a vesting period applicable to such RSUs, and

each RSU Award may be subject to a different vesting period.

on August 4, 2023, the shareholders of the Company approved the Bunker Hill Mining Corp.

Amended and Restated Stock Option Plan (the

“Option Plan”).

Under the Option Plan, shares of common stock have been reserved for purposes of possible future issuance

of incentive stock options, non-qualified stock options, and stock grants to employees, directors and certain key individuals.

of the Option Plan is to advance the interests of the Company by (i) providing certain employees, senior officers, directors, or consultants

of the Company (collectively, the “Optionees”) with additional performance incentives;

(ii) encouraging share ownership by

the Optionees;

(iii) increasing the proprietary interest of the Optionees in the success of the Company;

(iv) encouraging the Optionees

to remain with the Company;

and (v) attracting new employees, officers, directors and consultants to the Company.

following information is intended to be a brief description and summary of the material features of the Option Plan:

aggregate maximum number of shares of common stock available for issuance under the Option

Plan is 10% of the outstanding common stock at any given time, subject to adjustment of such

number pursuant to the terms of the Option Plan.

Any shares of common stock subject to an

option which has been granted under the Option Plan and which has been surrendered, terminated,

or expired without being exercised, in whole or in part, will again be available under the

exercise price of an option shall be determined by the Board at the time each option is granted,

provided that such price shall not be less than the closing price of the common stock on

the principal stock exchange(s) upon which the common stock is listed and posted for trading

on the trading day immediately preceding the day of the grant of the option, less the applicable

discount permitted by the TSX Venture Exchange, if any.

granted to persons conducting Investor Relations Activities (as defined in the Option Plan)

for the Company must vest in stages over twelve months with no more than ¼ of the

options vesting in any three-month period.

the event an Optionee ceases to be eligible for the grant of options under the Option Plan,

options previously granted to such person will cease to be exercisable within a period of

12 months following the date such person ceases to be eligible under the Option Plan.

the event that a take-over bid or issuer bid is made for all or any of the issued and outstanding

common stock, then the Board may, by resolution, permit all options outstanding to become

immediately exercisable in order to permit shares of common stock issuable under such options

to be tendered to such bid.

April 21, 2020, the Board approved the adoption of the Company’s Deferred Share Unit Plan (the “DSU Plan”), pursuant

to which the Board may grant DSUs to eligible persons under the DSU Plan.

Each DSU entitles the grantee to receive on vesting an amount

(A) the number of vested DSUs elected to be redeemed multiplied by (B) the fair market value of the Company’s common

stock less (C) any applicable withholdings pursuant to the DSU Plan.

The purposes of the DSU Plan are to:

(i) align the interests of

directors of the Company with the long term interests of shareholders of the Company;

and (ii) allow the Company to attract and retain

high quality directors.

following information is intended to be a brief description and summary of the material features of the DSU Plan:

committee of directors of the Company appointed by the Board to administer the DSU Plan may grant DSUs to any director of the Company

in its sole discretion.

may be made under the DSU Plan to any director of the Company, as the committee appointed by the Board shall determine and designate

from time to time.

the Company’s common stock no longer be publicly traded at the relevant time such that the fair market value of the common

stock cannot be determined in accordance with the formula set out in the definition of that term pursuant to the DSU Plan, the fair

market value of a share of common stock shall be determined by the committee appointed by the Board in its sole discretion.

the time a grant of DSUs is made, the committee appointed by the Board may, in its sole discretion, establish a vesting period applicable

to such DSUs.

general policy of the Board is that compensation for independent directors should be a fair mix between cash and equity-based compensation.

Additionally, the Company reimburses directors for reasonable expenses incurred during the course of their performance.

long-term incentive or medical reimbursement plans.

The Company does not pay directors, who are part of management, for Board service

in addition to their regular employee compensation.

The Board determines the amount of director compensation.

The board may appoint a

compensation committee to take on this role.

following table provides a summary of compensation paid to directors during the year ended December 31, 2023.

Cash bonuses are paid to key executives based on individual, team and

Company performance and the executive’s position in the Company.

Any bonus awards are at the sole discretion of the

Long-term incentives consist of DSUs, RSUs, and Options which provide the Board with additional long-term incentive mechanisms to align the interests of the directors, officers, employees or consultants of the Company with shareholder interests.

These incentives also provide for, among other things, an accelerated vesting of awards in the event of a change in control, thereby aligning the Company’s practices with current corporate governance best practices regarding a change in control.

The Board believes that equity-based compensation plans

are the most effective way to align the interests of management with those of shareholders.

Long-term incentives must also be competitive

and align with the Company’s compensation philosophy.

The Company does not have a pension plan that provides

for payments or benefits to its executive officers.

Termination and Change of Control

Change of Control Agreements

The Company has provided change of control benefits

to NEO’s to encourage them to continue their employment in the event of a purchase, sale, reorganization, or other significant

change in the business.

If the employment agreement of the

senior officer is terminated by the Company without just cause, or resigns for good reason pursuant to the terms of

the employment agreement, in each case at any time within 12 months of a change of control, the Company is required to make a lump

sum severance payment equal to 24 months of base salary.

In addition, at such time all Awards shall be deemed to have vested, and

all restrictions and conditions applicable to such Awards shall be deemed to have lapsed and the Awards shall be issued and

Employment Agreements

The Company has employment agreements with the Executive

Chairman, CEO, CFO, Vice President Business Development and Vice President Investor Relations, which provide for compensation and certain other benefits and for severance payments

under certain circumstances.

These agreements also contain clauses that become effective upon a change of control of the Company, as described

The Company may be obligated to pay certain amounts to such employees upon the occurrence of any of the defined events in the various

employment agreements.

Policies and Practices for Granting Certain Equity

While we do not have a formal written policy in place with regard to the

timing of awards of Options in relation to the disclosure of material non-public information, the Board does not seek to time equity grants

to take advantage of information, either positive or negative, about the Company that has not been publicly disclosed.

It has been our

practice to grant equity awards to our officers and directors upon their appointment.

We intend to issue equity grants to our officers

and/or directors at the same time each year, typically in connection with our first meeting of the Board of Directors each fiscal year.

Option grants are effective on the date the award determination is made by the Board, and the exercise price of Options is the closing

market price of Bunker Hill common stock on the immediately preceding business day of the grant.

During the fiscal year ended December 31, 2024, we did not award any Options

to an NEO in the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or

furnishing of a current report on Form 8-K that discloses material non-public information, and ending one business day after the filing

or furnishing of such report.

Director Compensation

The general policy of the Board is

that compensation for independent directors should be a fair mix between cash and equity-based compensation.

Additionally, the

Company reimburses directors for reasonable expenses incurred during the course of their performance.

There are no long-term

incentive or medical reimbursement plans.

The Company does not pay directors, who are part of management, for Board service in

addition to their regular employee compensation.

The Board determines the amount of director compensation and has appointed the

compensation committee of the Board to make recommendations regarding director compensation.

The following table provides information regarding

compensation paid to the Company’s directors (other than a director who was a NEO) during the year ended December 31, 2024:

Fees Earned or Paid in Cash

Incentive Plan

Richard Williams

Awards (1)(2)

Cassandra Joseph

granted to Dickson Hall, Mark Cruise, Pam Saxton, and Cassandra Joseph are calculated using a share price of C$0.23 on the

applicable grant date.

granted to Paul Smith are calculated using a share price of C$0.22 on the applicable grant date.

Represents DSUs granted to our non-employee directors.

The amounts reported in this table reflect the grant date fair value of the DSUs computed in accordance with FASB ASC Topic 718 based on the share price on the applicable date of grant.

Hall, Cruise, Smith and Mses.

Saxton and Joseph, the DSUs were calculated using a share price of C$0.125 and for Ms.

Kast, the DSUs were calculated using a share price of C$0.16.

Hall, Cruise, Smith and Mses.

Saxton and Joseph, the DSUs reported in this table vested on April 1, 2024 and for Ms.

Kast, the DSUs reported in this table vest on October 1, 2025.

December 31, 2024, the aggregate number of DSUs outstanding for each non-employee director were as follows:

Cruise – 1,061,134;

Kast – 337,475;

Smith – 722,414;

Saxton – 908,699;

– 5,000,000 and Ms.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

and Executive Officers

following table sets forth the number of shares of Bunker Hill common stock owned beneficially by each director and named executive officer

of the Company as of March 5, 2024 (unless another date is specified by footnote below), and by all current directors and executive

officers of Bunker Hill as a group:

Directors and Executive Officers

The following table sets forth the number of shares

of Bunker Hill common stock owned beneficially by each director and named executive officer of the Company as of March 21, 2025 (unless

another date is specified by footnote below), and by all current directors and executive officers of Bunker Hill as a group:

Amount and Nature of

2 unchanged sentences

Richard Williams, Executive Chairman

8,934,194 (c)

Sam Ash, CEO and Director

4,551,713 (d)

David Wiens, Former CFO

3,770,626 (e)

Cassandra Joseph, Director

Gerbrand van Heerden, CFO

Dickson Hall, Director

1 unchanged sentence

Mark Cruise, Director

Gerbrand Van Heerden, CFO

Kelli Kast, Director

Paul Smith, Director

Current Directors and Executive Officers as a Group (a total of 8 persons)

otherwise indicated, each person listed has the sole power to vote and dispose of the shares

Pursuant to Rule 13d-3 under the Exchange Act, beneficial ownership includes shares

as to which the individual or entity has or shares voting power or investment power, and

any shares that the individual or entity has the right to acquire within 60 days of March

5, 2024, including through the exercise of any option, warrant, or right.

For each individual

or entity that holds options, warrants or rights to acquire shares, the shares of Bunker

Hill common stock underlying those securities are treated as owned by that holder and as

outstanding shares when that holder’s percentage ownership of Bunker Hill common stock

is calculated.

That Bunker Hill common stock is not treated as outstanding when the percentage

ownership of any other holder is calculated.

percent of class owned is less than 1%.

as otherwise indicated below, the address and telephone number of each of these persons is

c/o Bunker Hill Mining Corp., 82 Richmond Street East, Toronto, Ontario M5C 1P1, Canada and

(416) 477-7771, respectively.

on a total of 330,054,341 shares of Bunker Hill common stock outstanding as of March 5,

(i) 3,529,064 shares of common stock, (ii) 3,957,659 shares subject to stock options exercisable

within 60 days of March 5, 2024, (iii) 547,619 shares subject to warrants exercisable within

60 days of March 5, 2024, and (iv) 899,852 shares subject to RSUs convertible within 60

days of March 5, 2024.

(i) 2,550,877 shares of common stock, (ii) 988,503 shares subject to warrants exercisable

within 60 days of March 5, 2024, and (iii) 1,012,333 shares subject to RSUs convertible