Bunker Hill Mining Corp. 10-K

ITEM 9A. CONTROLS AND PROCEDURES Disclosure Controls and Procedures The Securities and Exchange Commission (“SEC”) defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure. As 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 Company’s periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the time periods specified. This evaluation resulted in the conclusion that the design and operation of the disclosure controls and procedures were effective as of December 31, 2024. Internal Control Over Financial Reporting The management of the Company is responsible for the preparation of the financial statements and related financial information appearing in this report. The financial statements and notes have been prepared in conformity with accounting principles generally accepted in the United States of America. The management of the Company also is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A company’s internal control over financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that: i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the Company; and iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements. 80 Management, including the CEO and CFO, does not expect that the Company’s disclosure controls, procedures and internal control over financial reporting will prevent all error and all fraud. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Further, over time, control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. With the participation of the CEO and CFO, the Company’s management evaluated the effectiveness of the Company’s internal control over financial reporting as of December 31, 2024 to ensure that information required to be disclosed by the Company in the reports filed or submitted by the Company under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including to ensure that information required to be disclosed by the Company in the reports filed or submitted by the Company under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Management conducted an evaluation of the effectiveness of internal control over financial reporting based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on that evaluation, the Company’s CEO and CFO have concluded that the internal control over financial reporting was effective as of December 31, 2024. Changes in Disclosure Controls and Procedures and Internal Control Over Financial Reporting There has been no change in the Company’s disclosure controls and procedures and internal control over financial reporting. This report does not include an attestation report of the Company’s registered public accounting firm regarding disclosure controls and procedures and internal control over financial reporting. Management’s report is not subject to attestation by the Company’s registered public accounting firm. ITEM 9B. OTHER INFORMATION Insider 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 . ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS Not applicable. 81 PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE 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. Name Position Held with the Company Age Date First Elected or Appointed Sam Ash President, CEO and Director 46 April 14, 2020 Richard Williams Executive Chairman and Director 58 March 27, 2020 Gerbrand van Heerden CFO and Corporate Secretary 48 November 1, 2023 Mark Cruise Director 54 June 30, 2022 Cassandra Joseph Former Director 53 November 2, 2020 Kelli Kast Director 58 October 1, 2024 Dickson Hall Director 72 January 5, 2018 Pamela Saxton Director 72 October 30, 2020 Paul Smith Director 54 July 5, 2023 Biographical Information Sam 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 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. Richard 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. 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. Mr. 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. Dr. 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. (since 2023). He 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 Inc. (formerly Whitehorse Gold Corp.) (2020–2022). 82 Kelli C. Kast has nearly 30 years of in-house legal experience, including twenty years as a top legal officer in the mineral resource industry. Ms. 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 2015). 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 Inc. From 1997 to 2003, she served as the Assistant General Counsel and Corporate Secretary for Global Water Technologies Inc. and Psychrometric Systems, Inc. Ms. Kast earned her Juris Doctor from the University of South Dakota School of Law and her Bachelor’s degree from the University of Idaho. Dickson 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. Mr. 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. 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. Mr. 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. (2013–2016), Nanotech Security Corp. (2015–2019), and Bexar Ventures Inc. (2018–2020). Mr. Hall is a graduate of the University of British Columbia (BA, MA) and has diplomas from Beijing University and Beijing Language Institute. Pam 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. Operations. Ms. Saxton is qualified to serve on the Board by virtue of her expertise in finance, accounting and auditing matters. Paul 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 2021). 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. 83 Family Relationships There are no family relationships between any of the current directors or officers of the Company. Involvement in Certain 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. Directorships 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. ITEM 11. EXECUTIVE COMPENSATION 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. The information contained below represents compensation paid, distributed or accrued to the Company’s officers for their work related to the Company. Name and Principal Position Year Salary ($) Bonus ($) Stock Awards (1) ($) Option Awards ($) Non-Equity Incentive Plan Compensation (2) (#) Non-qualified Deferred Compensation Earnings ($) All other Compensation ($) Total ($) Richard Williams 2024 285,000 - 208,328 - - - - 493,328 Executive Chairman 2023 240,000 - 433,765 - 127,152 - - 800,917 Sam Ash 2024 311,250 - 234,369 - - - - 545,619 Chief Executive Officer 2023 270,000 - 477,376 - 143,046 - - 890,422 Gerbrand van Heerden (3) Chief Financial Officer 2024 312,000 - 91,072 - - - - 403,072 2023 52,000 80,000 - - - - - 132,000 David Wiens (4) 2024 - - - - - - - - Former Chief Financial Officer 2023 199,998 - 185,673 - 46,675 - 3,600 435,946 (1) The 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. All 2023 and 2024 C$ amounts have been converted to $ using the C$/US$ exchange rate as of the applicable grant date. 84 (2) 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. (3) Gerbrand van Heerden became the Company’s CFO on November 1, 2023. (4) David Wiens resigned as the Company’s CFO on October 31, 2023. Outstanding Stock Options Awards At Fiscal Year End 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) 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 (C$) Option expiration date Number of shares or units of shares that have not vested (#) Market or payout value of share awards that have not vested ($) (6) Richard Williams, Executive Chairman - - - - 370,252 (2) 39,884 - - - - 1,059,200 (3) 114,098 - - - - 2,556,566 (4) 275,396 3,957,659 - 0.55 4/20/2025 - Sam Ash, CEO - - - - 416,533 (2) 44,869 - - - - 1,191,600 (3) 128,361 - - - - 2,876,137 (4) 309,821 Gerbrand van Heerden, CFO - - - - 672,450 (5) 72,437 - - - - 504,034 (4) 54,295 David Wiens, Former CFO - - - - - - (1) All C$ amounts have been converted to $ using the C$/US$ exchange rate as of December 31, 2024. (2) These restricted stock units (“RSUs”) vested on March 31, 2025. (3) Half of these RSUs vested on March 31, 2025, and the other half vests on March 31, 2026. (4) 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. (5) These RSUs vested on January 26, 2025. (6) 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. 85 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”. 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 of: (a) 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. (b) A short-term incentive program in the form of bonuses . 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 Board. (c) 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 Benefits 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 delivered. 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 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. 86 Policies and Practices for Granting Certain Equity Awards 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: Director Fees Earned or Paid in Cash ($) Stock Awards (1)(2) ($) Total ($) Dickson Hall 43,448 43,922 87,370 Mark Cruise 34,185 43,922 78,107 Kelli Kast 9,875 39,985 49,860 Paul Smith 43,009 43,922 86,931 Pam Saxton 41,299 43,922 85,221 Cassandra Joseph 21,178 57,099 78,277 (1) 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. For Messrs. 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. For Messrs. 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. (2) At December 31, 2024, the aggregate number of DSUs outstanding for each non-employee director were as follows: Mr. Hall – 851,134; Mr. Cruise – 1,061,134; Ms. Kast – 337,475; Mr. Smith – 722,414; Ms. Saxton – 908,699; Mr. Williams – 5,000,000 and Ms. Joseph – 0. 87 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS 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 Beneficial Ownership * Name of Individual or Group (a) Shares Percent of Class (b) Richard Williams, Executive Chairman 10,711,234 (c) 2.9 % Sam Ash, CEO and Director 6,722,758 (d) 1.9 % Gerbrand van Heerden, CFO 938,746 (e) ** Dickson Hall, Director 736,000 (f) ** Pamela Saxton, Director 504,000 (g) ** Mark Cruise, Director 350,000 (h) ** Kelli Kast, Director - ** Paul Smith, Director - ** Current Directors and Executive Officers as a Group (a total of 8 persons) 19,962,738 5.4 % * Unless otherwise indicated, each person listed has the sole power to vote and dispose of the shares listed. 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 21, 2025, 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. ** The percent of class owned is less than 1%. (a) Except as otherwise indicated below, the address and telephone number of each of these persons is c/o Bunker Hill Mining Corp., 300-1055 West Hastings Street, Vancouver, British Columbia V6E2E9, Canada and (604-417-7952), respectively. (b) Based on a total of 359,438,769 shares of Bunker Hill common stock outstanding as of March 21, 2025. (c) Includes (i) 4,453,916 shares of common stock, (ii) 3,957,659 shares subject to stock options exercisable within 60 days of March 21, 2025, (iii) 547,619 shares subject to warrants exercisable within 60 days of March 21, 2025, and (iv) 1,752,040 shares subject to RSUs convertible within 60 days of March 21, 2025. (d) Includes (i) 3,763,210 shares of common stock, (ii) 988,503 shares subject to warrants exercisable within 60 days of March 21, 2025, and (iii) 1,971,045 shares subject to RSUs convertible within 60 days of March 21, 2025. (e) Includes (I ) 770,735 shares of common stock and (ii) 168,011 shares subject to RSUs convertible within 60 days of March 21, 2025. (f) Includes (i) 368,000 shares of common stock and (ii) 368,000 shares subject to warrants exercisable within 60 days of March 21, 2025. (g) Includes (i) 294,000 shares of common stock and (ii) 210,000 shares subject to warrants exercisable within 60 days of March 21, 2025. (h) Includes (i) 175,000 shares of common stock and (ii) 175,000 shares subject to warrants exercisable within 60 days of March 21, 2025. 88 Holders of More Than 5% of Bunker Hill Common Stock The following table sets forth information (as of the date indicated) as to all persons or groups known to Bunker Hill to be beneficial owners of more than 5% of issued and outstanding shares of Bunker Hill common stock as of March 21, 2025, unless otherwise indicated below. Name and Address of Beneficial Holder Shares Beneficially Owned Percent of Class (a) Sprott Asset Management LP, Royal Bank Plaza, South Tower, 200 Bay Street, Suite 2600, P.O. Box 26, Toronto, Ontario M5J 2J1, Canada 146,761,392 (b) 32.1 % Sprott Asset Management USA, Inc., 320 Post Road, Suite 230, Darien, Connecticut 06820 Resource Capital Investment Corp., 1910 Palomar Point Way, Suite 200, Carlsbad, California 92008 Teck Resources Limited, 550 Burrard street, Suite 3300, Vancouver, BC V6C 0B3, Canada 26,736,112 (c) 7.4 % (a) Based on a total of 359,438,769 shares of Bunker Hill common stock outstanding as of March 21, 2025. (b) Includes (i) 49,251,875 shares of common stock as of January 10, 2025, (ii) 339,000 shares subject to warrants exercisable within 60 days of March 21, 2025, and (iii) 97,170,517 shares subject to convertible debentures convertible within 60 days of March 21, 2025. This information is based on a Form 8-K filed on the EDGAR website (www.sec.gov) on March 5, 2025. (c) Includes (i) 23,784,723 shares of common stock as of January 10, 2025, and (ii) 2,951,389 shares subject to warrants exercisable within 60 days of March 21, 2025. This information is based on a Form 8-K filed on the EDGAR website (www.sec.gov) on March 5, 2025. Equity Compensation Plan The following table provides information as of December 31, 2024, with respect to shares of common stock that may be issued pursuant to Options granted under the Bunker Hill Mining Corp. Amended and Restated Stock Option Plan (the “Option Plan”) and the vesting of RSUs granted under the Amended and Restated Restricted Stock Unit Incentive Plan of the Company (the “RSU Plan”). Plan Category Number of shares of common stock to be issued upon exercise of outstanding Options and RSUs (a) Weighted-average exercise price of outstanding Options (b) (C$) Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) Option Plan 6,445,152 0.52 28,524,710 RSU Plan 14,026,493 N/A 7,516,576 Total 20,471,645 36,041,286 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE Certain Relationships and Related Transactions There were no material transactions, or series of similar transactions, during the Company’s last fiscal year, or any currently proposed transactions, or series of similar transactions, to which the Company was or is to be a party, in which the amount involved exceeded the lesser of $120,000 or one percent of the average of the small business issuer’s total assets at year-end for the last three completed fiscal years and in which any director, executive officer or any security holder who is known to the Company to own of record or beneficially more than five percent of any class of the Company’s common stock, or any member of the immediate family of any of the foregoing persons, had an interest. Director Independence The Company’s common stock is currently traded on the TSXV and the OTCQB and as such, is not subject to the rules of any national securities exchange that requires that a majority of a listed company’s directors and specified committees of its board of directors meet independence standards prescribed by such rules. For the purpose of preparing the disclosures in this document with respect to director independence, the Company has used the definition of “independent director” within the meaning of National Instrument 52-110 – Audit Committees adopted by the Canadian Securities Administration and as set forth in the Marketplace Rules of the NASDAQ, which defines an “independent director” generally as being a person, other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. Pam Saxton, Kelli Kast, Mark Cruise, Dickson Hall and Paul Smith have been determined to be “independent” directors of the Company. Mr. Williams is not independent due to his position with the Company as the Executive Chairman and Mr. Ash is not independent due to his position as Chief Executive Officer. 89 ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit Fees Effective September 2, 2014, the Company appointed the firm of MNP LLP, Chartered Professional Accountants, as the Company’s independent audit firm. MNP LLP, Chartered Professional Accountants, 50 Burnhamthorpe Road West, Mississauga, ON L5B 3C2, served as the Company’s independent registered public accounting firm for the years ended December 31, 2024 and 2023, and is expected to serve in that capacity for the ensuing year 2025. Principal accounting fees for professional services rendered for the Company by MNP LLP for the years ended December 31, 2024 and 2023 are summarized in the following table: Year Ended December 31, 2024 Year Ended December 31, 2023 Audit $ 116,756 $ 119,599 Audit related 110,983 93,663 Tax - 2,603 All other 8,145 50,043 Total $ 235,884 $ 265,908 Audit Related Fees The aggregate fees billed by MNP LLP for assurance and related services that were related to its review of the Company’s quarterly financial statements. Tax Fees The aggregate fees billed by MNP LLP for tax compliance, advice and planning. All Other Fees The aggregate fees billed by MNP LLP for all other professional services, including services associated with financing activities. Audit Committee’s Pre-approval Policies and Procedures At the Company’s regularly scheduled and special meetings, the Board, or the Board-appointed audit committee, considers and pre-approves any audit and non-audit services to be performed by the Company’s independent registered public accounting firm. The audit committee has the authority to grant pre-approvals of non-audit services. PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (a)(1)(2) Financial Statements and Financial Statement Schedule. The financial statements and financial statement schedules identified in Item 8 are filed as part of this report. (a)(3) Exhibits. The exhibits required by this item are set forth on the Exhibit Index below. Exhibit No. Description 3.1 Amended and Restated Articles of Incorporation of Liberty Silver Corp., effective as of January 30, 2015 (incorporated by reference to Exhibit 3.9 to the Form S-1 filed on October 27, 2020) 3.1.1 Certificate of Amendment to Articles of Incorporation for Nevada Profit Corporations, effective as of September 29, 2017 (incorporated by reference to Exhibit 3.7 to the Form 8-K filed on September 18, 2017) 3.1.2 Certificate of Change, effective as of May 3, 2019 (incorporated by reference to Exhibit 3.10 to the Form S-1 filed on October 27, 2020) 3.1.3 Certificate of Amendment, dated as of June 17, 2020 (incorporated by reference to Exhibit 3.11 to the Form S-1 filed on October 27, 2020) 3.1.4 Certificate of Amendment, dated as of November 17, 2022 (incorporated by reference to Exhibit 3.1 to the Form 8-K filed on November 18, 2022) 3.1.5 Certificate of Correction, dated as of December 6, 2022 (incorporated by reference to Exhibit 3.5 to Amendment No. 1 to the Form S-1 filed on December 23, 2022) 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 Warrant Indenture, dated as of August 14, 2020 (incorporated by reference to Exhibit 4.1 to the Form S-1 filed on October 27, 2020) 4.2 Form of Warrant Certificate, dated as of February 2021 (incorporated by reference to Exhibit 4.2 to Amendment No. 3 to the Form S-1 filed on January 25, 2023) 4.3 Underlying Warrant Indenture, dated as of April 1, 2022, by and between Bunker Hill Mining Corp. and Capital Transfer Agency (incorporated by reference to Exhibit 10.13 to the Form S-1 filed on May 2, 2022) 4.4 Special Warrant Indenture, dated as of March 27, 2023, by and between Bunker Hill Mining Corp. and Capital Transfer Agency ULC, as warrant agent (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on March 31, 2023) 4.5 Warrant Indenture, dated as of March 27, 2023, by and between Bunker Hill Mining Corp. and Capital Transfer Agency ULC, as warrant agent (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on March 31, 2023) 4.6 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) 4.7 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) 10.1 Settlement Agreement and Order on Consent for Response Action by Bunker Hill Mining Corp., effective as of May 15, 2018 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 21, 2018) 10.1.1 First Amendment to the Settlement Agreement with EPA, effective as of December 19, 2021 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on January 3, 2022) 10.2 Purchase and Sale Agreement for the Bunker Hill Mine, dated as of December 15, 2023, by and among Placer Mining Corporation, William Pangburn and Shirley Pangburn, as sellers, and Silver Velley Metals Corp., as buyer (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on January 3, 2022) 10.3 Form of Secured Convertible Debenture, dated as of January 28, 2022 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on February 4, 2022) 10.4 Secured Royalty Convertible Debenture, dated as of January 7, 2022, held by Sprott Private Resource Streaming and Royalty (Collector), LP (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on February 4, 2022) 10.5 Omnibus Agreement Amendment, dated as of January 28, 2022, by and among Silver Valley Metals Corp. and Bunker Hill Mining Corp., as obligors, and the other party named therein (incorporated by reference to Exhibit 10.5 to the Form 10-K filed on March 12, 2024) 90 Exhibit No. Description 10.6 Second Omnibus Amendment Agreement, dated as of June 17, 2022, by and among Silver Valley Metals Corp. and Bunker Hill Mining Corp., as obligors, and the other parties named therein (incorporated by reference to Exhibit 10.7 to Amendment No. 1 to the Form S-1 filed on December 23, 2022) 10.7 Third Omnibus Amendment Agreement, dated as of December 5, 2022, by and among Silver Valley Metals Corp. and Bunker Hill Mining Corp., as obligors, and the other parties named therein (incorporated by reference to Exhibit 10.7 to the Form 10-K filed on March 12, 2024) 10.8 Fourth Omnibus Amendment Agreement, dated as of June 23, 2023, by and among Silver Valley Metals Corp. and Bunker Hill Mining Corp., as obligors, and the other parties named therein (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on June 29, 2023) 10.9 Fifth Omnibus Amendment Agreement, dated as of August 8, 2024, by and among Silver Valley Metals Corp. and Bunker Hill Mining Corp., as obligors, and the other parties named therein (incorporated by reference to Exhibit 10.3 to the Form 8-K filed on August 14, 2024) 10.10 Asset Sale and Purchase Agreement for the Pend Oreille Process Plant, dated as of March 1, 2022, by and between Silver Valley Metals Corp. and Teck Washington Incorporated (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on March 14, 2022) 10.11 Series 2 Convertible Debenture, dated as of June 17, 2022, held by the holder named therein (incorporated by reference to Exhibit 10.5 to Amendment No. 1 to the Form S-1 filed on December 23, 2022) 10.12 Bridge Loan Facility, dated as of December 5, 2022, by and between Bunker Hill Mining Corp., as borrower, Silver Balley Metals Corp., as guarantor, and the lenders named therein (incorporated by reference to Exhibit 10.6 to Amendment No. 1 to the Form S-1 filed on December 23, 2022) 10.13 Form of Subscription Agreement for Special Warrant Financing, dated as of March 27, 2023, by and between Bunker Hill Mining Corp. and each Purchaser (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on March 31, 2023) 10.14‡ Metals Purchase Agreement, dated as of June 23, 2023, by and among Silver Valley Metals Corp., as seller, Bunker Hill Mining Corp., and the purchaser named therein (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on June 29, 2023) 10.15‡ Loan Agreement, dated as of June 23, 2023, by and among Bunker Hill Mining Corp., as borrower, Silver Valley Metals Corp., as guarantor, and the lenders and agent named therein (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on June 29, 2023) 10.16 First Amendment to Loan Agreement, dated as of August 8, 2024, by and among Bunker Hill Mining Corp., as borrower, Silver Valley Metals Corp., as guarantor, and the lenders and agent named therein (incorporated by reference to Exhibit 10.4 to the Form 8-K filed on August 14, 2024) 10.17 Royalty Agreement, dated as of June 23, 2023, by and among Bunker Hill Mining Corp., as guarantor, Silver Valley Metals Corp., as grantee, and grantee and royalty holder named therein (incorporated by reference to Exhibit 10.4 to the Form 8-K filed on June 29, 2023) 10.18‡ Secured Promissory Note Purchase Agreement, dated as of August 8, 2024, by and among Bunker Hill Mining Corp., Silver Valley Metals Corp., as borrower, and Monetary Metals Bond III LLC, as purchaser (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on August 14, 2024) 10.19 Form of Secured Promissory Note, dated as of August 8, 2024, issued by Silver Valley Metals Corp., as borrower, for the benefit of Monetary Metals Bond III LLC, as holder (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on August 14, 2024) 10.20‡ Royalty Put Option Agreement, dated as of July 22, 2022, by and among Sprott Private Resource Streaming and Royalty (Collector), LP, the Company, and Silver Valley Metals Corp. (incorporated by reference to Exhibit 10.1 to the Form 10-Q filed on November 7, 2024) 10.21‡ Amended and Restated Royalty Put Option Agreement, dated as of August 8, 2024, by and among Bunker Hill Mining Corp., Silver Valley Metals Corp. and Sprott Private Resource Streaming and Royalty (US Collector), LP (incorporated by reference to Exhibit 10.5 to the Form 8-K filed on August 14, 2024) 10.22† Subscription Agreement, dated as of March 5, 2025, by and between Bunker Hill Mining Corp. and Teck Resources Limited (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on March 6, 2025) 10.23† Bunker Hill Mining Corp. Amended and Restated Restricted Stock Unit Incentive Plan, effective as of May 16, 2024 (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on June 26, 2024) 10.24† Bunker Hill Mining Corp. Amended and Restated Stock Option Plan, effective as of August 4, 2023 (incorporated by reference to Exhibit 10.2 to the Form 8-K filed on August 11, 2023) 10.25† Bunker Hill Mining Corp. Deferred Share Unit Plan, effective as of April 21, 2020 (incorporated by reference to Exhibit 10.15 to the Form 10-K filed on March 12, 2024) 10.26† Form of Board Member Agreement (incorporated by reference to Exhibit 10.16 to the Form 10-K filed on March 12, 2024) 19.1* Securities Trading Policy 21.1 List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Form 10-KT filed on April 1, 2021) 23.2* Consent of Independent Registered Public Accounting Firm 23.3* Consent of Resource Development Associates Inc. 23.4* Consent of Robert H. Todd 23.5* Consent of Peter Kondos 31.1* Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 31.2* Certifications pursuant to Rule 13a-14(a) or 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1** Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 32.2** Certifications pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 95.1* Mine Safety Disclosure pursuant to Section 1503(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act 96.1 S-K 1300 Technical Report Summary, Bunker Hill Mine Pre-Feasibility Study, Coeur d’Alene Mining District, Shoshone County, Idaho, USA (incorporated by reference to Exhibit 96.1 to the Form 10-K filed on April 17, 2023) 101.INS Inline XBRL Instance Document 101.SCH Inline XBRL Taxonomy Extension Schema Document 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) * Filed herewith. ** Furnished herewith. † Management contract or compensatory plan, contract or arrangement. ‡ Certain schedules or similar attachments to this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. The registrant hereby agrees to furnish supplementally to the Securities and Exchange Commission upon request a copy of any omitted schedule or attachment to this exhibit. ITEM 16. FORM 10-K SUMMARY None. 91 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. By: /s/ Sam Ash Sam Ash, Chief Executive Officer and President, Principal Executive Officer By: /s/ Gerbrand Van Heerden Gerbrand Van Heerden, Chief Financial Officer and Corporate Secretary, Principal Financial Officer, Principal Accounting Officer Date: March 28, 2025 Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Date: March 28, 2025 By: /s/ Sam Ash Name: Sam Ash Title: Chief Executive Officer, Principal Executive Officer Date: March 28, 2025 By: /s/ Gerbrand Van Heerden Name: Gerbrand Van Heerden Title: Chief Financial Officer and Corporate Secretary, Principal Financial Officer, Principal Accounting Officer Date: March 28, 2025 By: /s/ Richard Williams Name: Richard Williams Title: Executive Chairman and Director Date: March 28, 2025 By: /s/ Dickson Hall Name: Dickson Hall Title: Director Date: March 28, 2025 By: /s/ Mark Cruise Name: Mark Cruise Title: Director Date: March 28, 2025 By: /s/ Kelli Kast Name: Kelli Kast Title: Director Date: March 28, 2025 By: /s/ Pamela Saxton Name: Pamela Saxton Title: Director Date: March 28, 2025 By: /s/ Paul Smith Name: Paul Smith Title: Director 92