UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-Q
☒
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2025
OR
☐
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number: 333-150028
BUNKER HILL MINING CORP.
(Exact Name of Registrant as Specified in its Charter)
nevada
32-0196442
(State of other jurisdiction of
incorporation or organization)
(I.R.S. Employer
Identification No.)
1009 McKinley Ave
Kellogg , Idaho , U.S.A.
83837
(Address of Principal Executive Offices)
(Zip Code)
(604) 417-7952
(Registrant’s Telephone Number, including
Area Code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b)
OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g)
OF THE ACT: None
Indicate by check mark if the Registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the Registrant is not
required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☒ No ☐
Indicate by check mark whether the Registrant
(1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934 (“Exchange Act”) during the
preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the Registrant
has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files). Yes ☒ No ☐
to this Form 10-Q. ☒
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.
See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and
“emerging growth company in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☐
Accelerated filer ☐
Non-accelerated filer ☒
Smaller reporting company ☒
Emerging Growth Company ☐
Indicate by check mark whether the Registrant
is a shell company, as defined in Rule 12b-2 of the Exchange Act. Yes ☐
No ☒
Number of shares of Common Stock outstanding as
of July 30, 2025: 926,994,336
TABLE OF CONTENTS
PART I – FINANCIAL INFORMATION
5
Item 1. Financial Statements
5
Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation
30
Item 3. Quantitative and Qualitative Disclosures about Market Risk
34
Item 4. Controls and Procedures
34
PART II – OTHER INFORMATION
36
Item 1. Legal Proceedings
36
Item 1A. Risk Factors
36
Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds
36
Item 3. Defaults upon Senior Securities
36
Item 4. Mine Safety Disclosure
36
Item 5. Other Information
37
Item 6. Exhibits
37
2
Reporting Currency and Other Information
All amounts in this report are expressed in United
States (“U.S.”) dollars, unless otherwise indicated.
References to “Bunker Hill”, the “Company,”
the “Registrant”, “we,” “our,” and “us” mean Bunker Hill Mining Corp., a Nevada corporation,
our predecessors, and consolidated subsidiary, or any one or more of them, as the context requires.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Quarterly
Report”), including “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
in Item 2 of Part I of this report , contains “forward-looking statements” within the meaning of the Securities
Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
and “forward-looking information” within the meaning of Canadian securities laws (collectively, “forward-looking statements”).
Any statements that express or involve discussions with respect to business prospects, predictions, expectations, beliefs, plans, intentions,
projections, objectives, strategies, assumptions, future events, performance or exploration and development efforts using words or phrases
(including negative and grammatical variations) such as, but not limited to, “expects,” “anticipates,” “plans,”
“estimates,” “intends,” “forecasts,” “likely,” “projects,” “believes,”
“seeks,” or stating that certain actions, events or results “may,” “could,” “would,” “should,”
“might” or “will” be taken, occur or be achieved, are not statements of historical fact and may be forward-looking
statements. Although we believe that our plans, intentions, and expectations reflected in these forward-looking statements are reasonable,
we cannot be certain that these plans, intentions, and expectations will be achieved. Actual results, performance or achievements could
differ materially from those contemplated, expressed or implied by the forward-looking statements contained in this Quarterly Report.
Forward-looking statements in this Quarterly Report include, but are not limited to, statements regarding the following:
●
our business, prospects, and overall strategy;
●
progress in the development of our Bunker Hill Mine as a profitable mining operation (as defined below and currently 66% complete) and the timing of that progress;
●
planned or estimated expenses and capital expenditures, including the Bunker Hill Mine’s expected costs of construction, commissioning, and operation and the sources of funds to pay for such costs;
●
our ability to secure required capital, in addition to the previously received
funding and announced capital restructure funding, to complete the development of the Bunker Hill Mine and support corporate needs;
●
our ability to uplist to a national exchange if so determined to be in
the best interest of our shareholders; and the timing of any uplisting, if so applied for;
●
our ability to advance and complete our planned mineral resource expansion and the potential that those results will create additional mineral resource; and
●
any further initiatives or advancements that may be undertaken relating to the Bunker Hill Mine.
3
Forward-looking
statements are based on our current expectations and assumptions that are subject to a variety of known and unknown risks, uncertainties
and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking
statements. Factors that could cause actual results to differ from those implied by the forward-looking statements in this Form 10-Q
are more fully described within Part II, Item 1A, “Risk Factors” in this Form 10-Q and “Part I, Item 1A. Risk
Factors” in our Form 10-K. Such risks are not exhaustive. New risk factors emerge from time to time, and it is not possible to
predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor
or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking
statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements.
We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future
events or otherwise, except as required by law.
In
addition, statements of belief and similar statements reflect our beliefs and opinions on the relevant subject. These statements are
based upon information available to us, as applicable, as of the date of this Form 10-Q, and while we believe such information forms
a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate
that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are
inherently uncertain, and you are cautioned not to unduly rely upon these statements.
Except as required by law, we disclaim any obligation to revise or update any forward-looking
statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated
events. We qualify all of the forward-looking statements contained in this Quarterly Report by the foregoing cautionary statements.
We advise you to carefully review the reports and documents we file from time to time with the U.S. Securities and Exchange Commission
(the “SEC”) and with the Canadian securities regulatory authorities, particularly our Annual Report on Form 10-K for the year
ended December 31, 2024. The reports and documents filed by us with the SEC are available at www.sec.gov and with the Canadian
securities regulatory authorities under the Company’s profile at www.sedarplus.ca .
4
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
The condensed interim consolidated financial statements
of Bunker Hill Mining Corp., (“Bunker Hill”, the “Company”, or the “Registrant”) a Nevada corporation,
included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission. Because certain
information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in
the United States of America (“U.S.”) were condensed or omitted pursuant to such rules and regulations, these financial statements
should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Form
10-K for the year ended December 31, 2024, and all amendments thereto.
Bunker Hill Mining Corp.
Condensed Interim Consolidated Balance Sheets
(Expressed in U.S. Dollars)
Unaudited
June 30,
December 31,
2025
2024
ASSETS
Current assets
Cash
$ 7,614,181
$ 3,786,277
Restricted cash (note 8)
2,975,000
4,475,000
Accounts receivable and prepaid expenses (note 3)
859,511
690,358
Asset held for sale
40,000
40,000
Spare parts inventory
341,004
341,004
Total current assets
11,829,696
9,332,639
Non-current assets
Long term deposit (note 6)
1,244,807
254,106
Equipment (note 4)
1,528,335
1,741,981
Right-of-use asset (note 4)
686,967
758,125
Land
309,861
309,861
Bunker Hill Mine and mining interests (note 6)
18,651,322
18,795,591
Process plant (note 5)
82,312,485
66,409,247
Total assets
$ 116,563,473
$ 97,601,550
EQUITY AND LIABILITIES
Current liabilities
Accounts payable (note 15)
$ 3,986,081
$ 14,678,901
Accrued liabilities
1,926,206
5,210,939
Current portion of lease liability (note 7)
164,028
189,368
Deferred share units liability (note 11)
710,112
929,466
Environment protection agency cost recovery payable (note 8)
3,000,000
3,000,000
Current portion of silver loan (note 9)
249,000
-
Current portion of stream debenture (note 9)
-
4,063,253
Interest payable (note 9)
1,230,278
522,485
Current income tax payable (note 13)
950,000
1,050,000
Total current liabilities
12,215,705
29,644,412
Non-current liabilities
Lease liability (note 7)
18,903
62,282
Series 1 convertible debenture (note 9)
3,950,572
5,494,151
Series 2 convertible debenture (note 9)
8,243,767
13,898,481
Series 3 convertible debenture (note 9)
2,296,941
-
Stream debenture (note 9)
-
52,923,747
Silver loan (note 9)
35,526,913
31,802,708
Debt facility (note 9)
14,027,760
9,236,610
Environment protection agency cost recovery liability, net of discount (note 8)
6,385,091
5,549,229
Derivative warrant liability (note 10)
5,115,899
1,125,295
Total liabilities
87,781,551
149,736,915
Shareholders’ equity (deficiency)
Preferred shares, $ 0.000001 par value, 10,000,000 preferred shares authorized; nil preferred shares issued and outstanding (note 10)
-
-
Common shares, $ 0.000001
par value, 2,500,000,000
and 1,500,000,000 common shares authorized; 911,615,863
and 349,698,625
shares of common stock issued and outstanding, respectively (note 10)
910
348
Additional paid-in-capital (note 10)
122,652,648
61,233,369
Accumulated other comprehensive income
2,381,410
( 3,002,361 )
Accumulated deficit
( 96,253,046 )
( 110,366,721 )
Total shareholders’ equity (deficiency)
28,781,922
( 52,135,365 )
Total shareholders’ equity (deficiency) and liabilities
$ 116,563,473
$ 97,601,550
The accompanying notes are an integral part
of these unaudited condensed interim consolidated financial statements.
5
Bunker Hill Mining Corp.
Condensed Interim Consolidated Statements of
Income (Loss) and Comprehensive Income (Loss)
(Expressed in United States Dollars)
Unaudited
Three Months Ended
Six Months Ended
June 30,
June 30
2025
2024
2025
2024
Operating expenses (note 14)
$ ( 3,110,392 )
$ ( 4,150,114 )
$ ( 6,019,766 )
$ ( 7,937,745 )
Other income or gain (expense or loss)
Interest income
58,149
164,381
121,478
455,711
Change in derivative liabilities (note 10)
1,832,864
( 351,402 )
2,295,627
( 615,345 )
Gain (loss) on FV of debentures (note 9)
1,081,127
( 498,263 )
1,002,763
( 655,495 )
Loss on FV of silver loan (note 9)
( 2,961,015 )
-
( 9,029,947 )
-
Interest expense (note 7,8,9)
( 2,092,965 )
( 2,176,868 )
( 4,303,963 )
( 4,260,603 )
Finance costs (note 9)
( 1,007,750 )
-
( 1,014,866 )
-
(Loss) gain on stream debentures (note 9)
( 549,854 )
2,748,000
4,149,606
2,531,000
Gain on debt modification silver loan (note 9)
468,878
-
468,878
-
Gain on debt settlement (note 9)
29,850,212
-
29,850,212
-
Loss on debt settlement (note 9)
( 3,077,979 )
( 133,232 )
( 3,376,692 )
( 203,325 )
Other income
-
-
-
694
Loss on foreign exchange
( 31,387 )
( 9,704 )
( 29,655 )
( 4,050 )
Income (loss) for the period pre tax
$ 20,459,888
$ ( 4,407,202 )
$ 14,113,675
$ ( 10,689,158 )
Deferred tax recovery (note 13)
-
504,798
-
1,204,718
Income (loss) for the period
$ 20,459,888
$ ( 3,902,404 )
$ 14,113,675
$ ( 9,484,440 )
Other comprehensive income, net of tax:
Gain on change in FV on own credit risk (note 9)
3,351,229
475,762
5,383,771
764,134
Other comprehensive income
3,351,229
475,762
5,383,771
764,134
Comprehensive income (loss)
$ 23,811,117
$ ( 3,426,642 )
$ 19,497,446
$ ( 8,720,306 )
Net income (loss) per common share – basic
$ 0.04
$ ( 0.01 )
$ 0.03
$ ( 0.03 )
Net income (loss) per common share – fully diluted
$ 0.03
$ ( 0.01 )
$ 0.02
$ ( 0.03 )
Weighted average common shares – basic
501,502,772
338,800,384
434,941,924
334,103,756
Weighted average common shares – fully diluted
711,968,496
338,800,384
640,203,697
334,103,756
The accompanying notes are an integral part
of these unaudited condensed interim consolidated financial statements.
6
Bunker Hill Mining Corp.
Condensed Interim Consolidated Statements of
Cash Flows
(Expressed in U.S. Dollars)
Unaudited
Six Months
Six Months
Ended
Ended
June 30, 2025
June 30, 2024
Operating activities
Net income (loss) for the period
$ 14,113,675
$ ( 9,484,440 )
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation (note 10)
119,810
1,009,951
Depreciation expense (note 4)
304,493
185,656
Change in fair value of warrant liability (note 10)
( 2,295,627 )
615,345
Deferred tax expense (note 13)
-
( 1,204,718 )
Change in fair value of silver loan (note 9)
9,029,947
-
Interest expense on lease liability (note 7)
18,451
41,005
Financing costs
( 449,545 )
-
(Gain) on debt settlement (note 9)
( 29,850,212 )
-
Loss on debt settlement (note 9)
3,376,692
203,325
(Gain) on debt modification (note 9)
( 4,618,484 )
( 2,531,000 )
Accretion of liabilities (note 8, 9)
2,534,538
3,209,877
(Gain) loss on fair value of convertible debentures (note 9)
( 1,002,763
)
655,495
Changes in operating assets and liabilities:
Accounts receivable and prepaid expenses
( 1,159,854 )
( 1,016,447 )
Accounts payable
( 2,779,621 )
1,595,914
Accrued liabilities
105,968
( 134,370 )
Current income tax payable
( 100,000
)
-
Interest payable
1,724,453
1,009,728
Net cash (used in) operating activities
( 10,928,079 )
( 5,844,679 )
Investing activities
Process plant
( 21,200,108 )
( 10,414,510 )
Mine improvements
( 2,110,812 )
( 1,465,994 )
Purchase of machinery and equipment
-
( 441,654 )
Net cash (used in) investing activities
( 23,310,920 )
( 12,322,158 )
Financing activities
Proceeds from issuance of common shares, net
25,779,387
-
Proceeds from debt facility
11,000,000
-
Proceeds from Teck promissory note
4,400,000
-
Repayment of Teck promissory note
( 4,487,160 )
-
Lease payments
( 125,324 )
( 397,335 )
Net cash provided by (used in) financing activities
36,566,903
( 397,335 )
Net change in cash
2,327,904
( 18,564,172 )
Cash, beginning of period
8,261,277
26,578,596
Cash, end of period
$ 10,589,181
$ 8,014,424
Supplemental disclosures
Non-cash activities
Interest payable settled with common shares
$ 1,017,473
$ 1,015,262
Services settled with common shares
$ 3,964,979
$ -
Loan Facility settled with common shares
$ 6,044,210
$ -
Stream settled with common shares
$ 20,472,126
$ -
Reconciliation from Cash Flow Statement to Balance Sheet:
Cash and restricted cash end of period
$ 10,589,181
$ 8,014,424
Less restricted cash
2,975,000
4,475,000
Cash end of period
$ 7,614,181
$ 3,539,424
The accompanying notes are an integral part
of these unaudited condensed interim consolidated financial statements.
7
Bunker Hill Mining Corp.
Condensed Interim Consolidated Statements of
Changes in Shareholders’ Equity (Deficiency)
(Expressed in U.S. Dollars)
Unaudited
Accumulated
Additional
other
Common stock
paid-in-
comprehensive
Accumulated
Shares
Amount
capital
income
deficit
Total
Balance, December 31, 2024
349,698,625
$ 348
$ 61,233,369
$ ( 3,002,361 )
$ ( 110,366,721 )
$ ( 52,135,365 )
Stock-based compensation
-
-
265,217
-
-
265,217
Shares issued for interest payable
12,223,216
12
1,289,963
-
-
1,289,975
Shares issued for DSUs vested
Shares issued for DSUs vested, shares
Shares issued for RSUs vested
672,450
1
( 1 )
-
-
-
Shares issued for services
37,758,202
38
3,877,676
-
-
3,877,714
Shares issued for private placement
252,215,751
252
19,500,019
-
-
19,500,271
Shares issued for debt
259,047,619
259
26,516,336
-
-
26,516,595
Initial recognition of CD1, CD2, and CD3
-
-
9,970,069
-
-
9,970,069
OCI
-
-
-
5,383,771
-
5,383,771
Net (loss) for the period
-
-
-
-
14,113,675
14,113,675
Balance, June 30, 2025
911,615,863
$ 910
$ 122,652,648
$ 2,381,410
$ ( 96,253,046 )
$ 28,781,922
Balance, December 31, 2023
322,661,482
$ 321
$ 57,848,953
$ 808,662
$ ( 85,025,098 )
$ ( 26,367,162 )
Balance
322,661,482
$ 321
$ 57,848,953
$ 808,662
$ ( 85,025,098 )
$ ( 26,367,162 )
Stock-based compensation
-
-
873,076
-
-
873,076
Shares issued for interest payable
23,619,707
24
2,427,541
-
-
2,427,565
Shares issued for DSUs vested
750,000
1
83,801
-
-
83,802
Shares issued for RSUs vested
2,667,436
2
( 2 )
-
-
-
OCI
-
-
-
( 3,811,023 )
-
( 3,811,023 )
Net (loss) for the period
-
-
-
-
( 25,341,623 )
( 25,341,623 )
Balance, December 31, 2024
349,698,625
$ 348
$ 61,233,369
$ ( 3,002,361 )
$ ( 110,366,721 )
$ ( 52,135,365 )
Balance
349,698,625
$ 348
$ 61,233,369
$ ( 3,002,361 )
$ ( 110,366,721 )
$ ( 52,135,365 )
The accompanying notes are an integral part
of these unaudited condensed interim consolidated financial statements.
8
Bunker Hill Mining Corp.
Notes to the Condensed Interim Consolidated
Financial Statements (Unaudited)
Three and Six Months Ended June 30,
2025
(Expressed in U.S. Dollars)
1. Nature and Continuance of Operations
Bunker Hill Mining Corp. (“we”, “us”,
“Bunker Hill”, or the “Company”) was incorporated under the laws of the state of Nevada, U.S.A. on February 20,
2007, under the name Lincoln Mining Corp. Pursuant to a Certificate of Amendment dated February 11, 2010, the Company changed its name
to Liberty Silver Corp., and on September 29, 2017, the Company changed its name to Bunker Hill Mining Corp. The Company’s registered
office is located at 1802 N. Carson Street, Suite 212, Carson City, Nevada 89701, and its Canadian office is located at 300-1055 West Hastings
Street, Vancouver, British Columbia, Canada, V6E 2E9. As of the date of this Form 10-Q, the Company had one subsidiary, Silver Valley
Metals Corp. (“Silver Valley”, formerly American Zinc Corp.), an Idaho corporation created to facilitate the work being conducted
at the Bunker Hill Mine in Kellogg, Idaho (“Bunker Hill Mine”).
The Company was incorporated for the purpose of
engaging in mineral exploration, and exploitation activities, and is currently focused on the development and planned operations of the
Bunker Hill Mine.
Bunker Hill holds a 100 % interest in the historic
Bunker Hill Mine located in the town of Kellogg, Idaho. The Bunker Hill Mine previously operated between 1885 and 1981 producing
over 165 million ounces of silver and 5 million tons of base metals during that time.
We are currently focused on the construction of the Bunker
Hill Mine mill facilities and upgrades to the Bunker Hill Mine historic underground infrastructure as well as further delineating
the mine’s mineral resources.
Going Concern
These condensed interim consolidated
financial statements have been prepared on a going concern basis. As is typical for a pre-production mining development company,
the Company has incurred losses since inception resulting in an accumulated deficit of $ 96,253,046
and further losses are anticipated in the development of its business. The Company does not have sufficient cash to fund normal
operations and meet debt obligations for the next 12 months without deferring payment on certain current liabilities and raising
additional funds. In order to continue to meet the Company’s financial obligations in the current fiscal year and beyond, the
Company must seek additional financing. This raises substantial doubt about the Company’s ability to continue as a going
concern. The Company’s ability to continue as a going concern is dependent upon the ability to create profitable and
sustainable mining operations in the future and to obtain the necessary financing to meet its obligations and repay its liabilities
arising from normal business operations when they come due. The accompanying condensed interim consolidated financial statements do
not include any adjustments that might result from the outcome of this uncertainty.
These condensed interim consolidated financial
statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and
classification of liabilities that might be necessary in the event the Company cannot continue in existence.
9
2. Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed interim consolidated
financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. and the
rules and regulations of the U.S. Securities and Exchange Commission for interim financial information. Accordingly, they do not include
all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, shareholders’
deficiency, or cash flows. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments)
have been made which are necessary for a fair financial statement presentation. The unaudited condensed interim consolidated financial
statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the annual audited consolidated
financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the year ended December 31,
2024. The interim results for the period ended June 30, 2025 are not necessarily indicative of the results for the full fiscal year. The
unaudited condensed interim consolidated financial statements are presented in United States dollars, which is the Company’s functional
currency.
Use of Estimates
The preparation of financial statements in conformity
with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the amounts
reported in the financial statements and accompanying notes for items such as mineral reserves, useful lives and depreciation methods,
potential impairment of long-lived assets, sale of mineral properties for the accounting of the conversion of the royalty convertible
debenture (the “RCD”), deferred income taxes, settlement pricing of commodity sales, fair value of stock based compensation,
accrued liabilities, estimation of asset retirement obligations and reclamation liabilities, convertible debentures, stream obligation,
and warrants. Estimates are based on historical experience and various other assumptions that the Company believes to be reasonable. Actual
results could differ from those estimates.
3. Accounts receivable and prepaid expenses
Accounts receivable and prepaid expenses consists
of the following:
Schedule of Accounts Receivable and Prepaid Expenses
June 30,
December 31,
2025
2024
Prepaid expenses and deposits
$ 696,222
$ 464,380
HST and interest receivable
163,289
125,978
U.S. Environment Protection Agency overpayment (note 8)
-
100,000
Total
$ 859,511
$ 690,358
4. Equipment, Right-of-Use Asset
Equipment consists of the following:
Schedule of Equipment
June 30,
December 31,
2025
2024
Equipment
$ 2,454,489
$ 2,468,339
Less accumulated depreciation
( 926,154 )
( 726,358 )
Equipment, net
$ 1,528,335
$ 1,741,981
The total depreciation expense relating to equipment
during the three and six months ended June 30, 2025, was $ 76,975 and $ 195,181 , respectively. Compared to the three and six months ended
June 30, 2024, was $ 50,492 and $ 96,957 , respectively.
10
Right-of-use asset consists of the following:
Schedule of Right-of-use Asset
June 30,
December 31,
2025
2024
Right-of-use asset
1,022,717
984,562
Less accumulated depreciation
( 335,750 )
( 226,437 )
Right-of-use asset, net
$ 686,967
$ 758,125
The total depreciation expense during the three
and six months ended June 30, 2025, was $ 65,625 and $ 109,313 , respectively. Compared to the three and six months ended June 30, 2024, was
$ 44,349 and $ 88,699 respectively.
5. Process Plant
On May 13, 2022, the Company purchased a
comprehensive package of equipment and parts inventory from Teck Resources Limited (“Teck”) a related party as of June
5, 2025 (note 15). The package comprised substantially all processing equipment of value located at the Pend Oreille mine site,
including complete crushing, grinding and flotation circuits suitable for a planned ~1,500 ton-per-day operation at the Bunker Hill
site, and total inventory of nearly 10,000 components and parts for mill, assay lab, conveyer, field instruments, and electrical
spares.
The process plant was purchased in an assembled
state in the seller’s location, and included major processing systems, significant components, and a large inventory of spare parts.
The Company has disassembled and transported it to the Bunker Hill site, and is reassembling it as an integral part of the Company’s
future operations. The Company determined that the transaction would be accounted for as an asset acquisition, with the process plant
representing a single asset, with the exception of the inventory of spare parts, which has been separated out on the condensed interim
consolidated balance sheets as a non-current asset. As the plant is demobilized, transported and reassembled, installation and other costs
associated with these activities are being captured and capitalized as components of the asset.
Process plant consists of the following:
Schedule
of Process Plant
June 30,
December 31,
2025
2024
Mill purchase, detailed engineering, and construction costs
$ 79,898,431
$ 65,545,594
Capitalized interest (note 9)
3,398,874
1,848,473
Disposal of grinding circuits
( 984,820 )
( 984,820 )
Process Plant
$ 82,312,485
$ 66,409,247
In August 2024, the Company sold a grinding circuit
previously purchased from Teck as part of the Pend Oreille Mill purchase for $ 20,000 recognizing a loss on sale of equipment of $ 308,273 .
In September 2024, the Company reclassified two remaining grinding circuits as assets at $ 40,000 held for sale and recognized a loss on
sale of equipment of $ 616,547 .
6. Bunker Hill Mine and Mining Interests
The Company purchased the Bunker Hill Mine (the
“Mine”) in January 2022.
The carrying cost of the Mine is comprised of
the following:
Schedule
of Carrying Cost of Mine
June 30,
December 31,
2025
2024
Bunker Hill Mine purchase
$ 14,247,210
$ 14,247,210
Capitalized development
8,189,484
6,626,865
Sale of mineral properties (note 9)
( 4,476,498 )
( 2,768,510 )
Land
202,000
202,000
Definition drilling
489,126
488,026
Bunker Hill mine
$ 18,651,322
$ 18,795,591
11
Land purchase and leases
The Company owns a 225-acre surface land parcel valued at its original
purchase price of $ 202,000 which includes the surface rights to portions of 24 patented mining claims, for which the Company already owns
the mineral rights.
On March 3, 2023, the Company
entered into a lease agreement with C & E Tree Farm LLC for the lease of a land parcel overlaying a portion of the Company’s
existing mineral claims package. The Company is committed to making monthly payments of $ 10,000 through February 2026. The Company has
the option to purchase the land parcel through March 1, 2026, for $ 3,129,500 less 50% of the payments made through the date of purchase.
On June 5, 2025, the Company executed an equity payment agreement with C & E Tree Farm, L.L.C., pursuant to which the Company issued
4,761,905 June 5, 2025 units (note 10) to C&E at a deemed price $ 0.105 to satisfy $ 500,000 of the purchase price payable under an
existing option agreement between Silver Valley and C&E, dated March 3, 2023. Additionally, on June 6, 2025, the Company paid $ 500,000
to C&E Tree Farm LLC to satisfy $ 500,000 of the purchase price payable under an existing option agreement between Silver Valley and
C&E dated March 3, 2023. This balance ($ 1,000,000 ) has been recognized on the condensed interim consolidated balance sheets as l ong
term deposit.
Sale of Mineral Properties
On June 5, 2025, as consideration for Sprott stream
conversion as described in note 9, the Company granted a royalty for 1.65 % of life-of-mine gross revenue from mining claims compromising
of both primary and secondary claims, as well as any new or complementing surface and mineral rights derived from the surface and mineral
rights within the existing boundaries of the Land Package that are subsequently acquired by the Company or Silver Valley. A sale of mineral properties of $ 1,324,199 corresponding to the issuance of the royalty on the interim consolidated
balance sheets.
On January 17, 2025, as consideration for Sprott
advancing the debt facility, as described in note 9, the Company granted a royalty for 0.5 %
of life-of-mine gross revenue from mining claims considered to be historically worked, contiguous to current accessible underground development,
and covered by the Company’s 2021 ground geophysical survey. A 0.35 %
rate will apply to claims outside of these areas. On June 5, 2025, the 0.5 %
royalty was amended to apply to both primary and secondary claims comprising the Project. A sale of mineral properties of $ 383,789 corresponding
to the issuance of the royalty on the interim consolidated balance sheets.
On December 19, 2024, as consideration for Sprott
advancing the debt facility, as described in note 9, the Company granted a royalty for 0.5 %
of life-of-mine gross revenue from mining claims considered to be historically worked, contiguous to current accessible underground development,
and covered by the Company’s 2021 ground geophysical survey. A 0.35 %
rate will apply to claims outside of these areas. On June 5, 2025, the 0.5 %
royalty was amended to apply to both primary and secondary claims comprising the Project. A sale of mineral properties of $ 397,335 corresponding
to the issuance of the royalty on the interim consolidated balance sheets.
On December 12, 2024, as consideration for Sprott
advancing the debt facility, as described in note 9, the Company granted a royalty for 0.5 %
of life-of-mine gross revenue from mining claims considered to be historically worked, contiguous to current accessible underground development,
and covered by the Company’s 2021 ground geophysical survey. A 0.35 %
rate will apply to claims outside of these areas. On June 5, 2025, the 0.5 %
royalty was amended to apply to both primary and secondary claims comprising the Project. A sale of mineral properties of $ 397,335 corresponding
to the issuance of the royalty on the interim consolidated balance sheets.
As a result of the
above transactions with Sprott, including the (i) conversion of the royalty convertible debenture into a 1.85% royalty, (ii)
consideration of Sprott advancing $15,000,000 on the loan facility a 1.5% royalty was granted, and (iii) Sprott stream conversion a
1.65% royalty was granted, as of June 30, 2025 Sprott holds a 5% life-of-mine gross revenue applying to both primary and secondary claims comprising
the Project.
These Sprott transactions were treated as a sale
of mineral interest. The portion of the mineral interest sold was determined based on an analysis of discounted
life-of-mine royalty payments relative to discounted future cash flows generated from the mine net of capital and operating costs,
applied to the carrying value of the Bunker Hill Mine as of above funding dates, before consideration of the sale of mineral
properties. This
analysis utilized a discount rate of 15% and long-term metal prices of $1.20/lb, $0.95/lb and $27.29/oz for zinc, lead and silver
respectively.
12
7. Lease Liability
As of June 30, 2025, and December 31, 2024, The
Company’s undiscounted lease obligations consisted of the following:
Schedule of Lease Liability
June 30,
December 31,
2025
2024
Gross lease obligation – minimum lease payments
1 year
$ 160,618
$ 200,755
2- 3 years
39,725
64,375
4-5 years
-
-
Future interest expense on lease obligations
( 17,412 )
( 13,480 )
Total lease liability
182,931
251,650
Current lease liability
164,028
189,368
Non-current lease liability
18,903
62,282
Total lease liability
182,931
251,650
Interest expense for the three and six months
ended June 30, 2025, was $ 9,545 and $ 18,451 , respectively. Compared to the three and six months ended June 30, 2024, was $ 13,997 and $ 41,005 ,
respectively.
8. Environmental
Protection Agency (“EPA”) Settlement Agreement and Water Treatment Liabilities
Effective December 19, 2021, the Company entered
into an amended Settlement Agreement between the Company, Idaho Department of Environmental Quality, U.S. Department of Justice, and the
EPA (the “Amended Settlement”). Upon the effectiveness of the Amended Settlement, the Company would become fully compliant
with its payment obligations to these parties. The Amended Settlement modified the payment schedule and payment terms for recovery of
the historical environmental response costs. Pursuant to the terms of the Amended Settlement, upon purchase of the Bunker Hill Mine and
the satisfaction of financial assurance commitments (as described below), the $ 19,000,000 of cost recovery liabilities were to be paid
by the Company to the EPA on the following dates:
Schedule
of Amended Settlement Environmental Protection Agency Agreement
Date
Amount
Within 30 days of Settlement Agreement
$
2,000,000
November 1, 2024
$
3,000,000
November 1, 2025
$
3,000,000
November 1, 2026
$
3,000,000
November 1, 2027
$
3,000,000
November 1, 2028
$
3,000,000
November 1, 2029
$
2,000,000 plus accrued interest
In addition to the changes in payment terms and
schedule, the Amended Settlement includes a commitment by the Company to secure financial assurance for the principle outstanding in the
form of performance bonds or letters of credit deemed acceptable to the EPA. The financial assurance can be drawn on by the EPA in the
event of non-performance by the Company of its payment obligations under the Amended Settlement (the “Financial Assurance”).
The amount of the bonds will decrease over time as individual payments are made.
In December 2024, the Company made the
second payment under the 2021 Amended Settlement Agreement in the amount of $ 3,000,000 .
As a result, the remainder of the payment obligation is $ 14,000,000 .
As of December 31, 2024 and June 30, 2025, the Company had two payment bonds of $ 9,999,000
and $ 4,001,000 ,
in place to secure the EPA liability. As of June 30, 2025, the collateral for the payment bonds is comprised of a $ 2,975,000
letter of credits and a land pledged by third parties, with whom the Company has entered into a financing cooperation agreement (the
“Cooperation Agreement”) that contemplates a monthly fee of $ 20,000
(payable in cash or common stock of the Company, at the Company’s election). As of December 31, 2024, the collateral for the
payment bonds was comprised of two letters of credit totaling $ 4,475,000
in aggregate, as well as land pledged by third parties with whom the company has entered into a financing cooperation agreement (“Cooperation Agreement”)
that contemplates a monthly fee of $ 20,000
(payable in cash or common shares of the Company, at the Company’s election). The letters of credit are secured by cash
deposits under an agreement with a commercial bank, which comprise the $ 2,975,000
of restricted cash shown within current assets as of June 30, 2025, and $ 4,475,000
December 31, 2024.
13
The Company recorded accretion expense on the
liability of $ 427,849 and $ 835,862 for the three and six months ended June 30, 2025, respectively, bringing the net liability to $ 9,385,091
(previously accrued interest of $ 156,743 ) as of June 30, 2025. The Company recorded accretion expense on the liability of $ 479,854 and
$ 932,661 for the three and six months ended June 30, 2024, respectively.
Water Treatment Charges – Idaho Department
of Environmental Quality (“IDEQ”)
Separate to the cost recovery liability under the EPA Settlement Agreement obligations above, the Company has agreed to pay ongoing water treatment charges. Water treatment charges incurred
through December 31, 2021 were payable to the EPA, and charges thereafter became payable to the Idaho Department of Environmental
Quality (“IDEQ”) following a change in management for the Central Treatment Plant (“CTP”) from the EPA to the IDEQ as of
that date.
The Company is currently charged a monthly
amount of $ 100,000 by
the IDEQ as instalments toward the cost of treating water at the CTP. Upon receipt of an invoice from the IDEQ
for actual CTP costs incurred, a reconciliation is performed relative to payments made, with an additional amount due or refund
received as applicable. The Company accrues $ 100,000
per month based on its estimate of the monthly cost of water treatment. As of June 30, 2025, a prepaid expense of $ nil
(December 31, 2024: $ 100,000 )
represented the difference between the estimated cost of water treatment and net payments made by the Company to the IDEQ to date.
Any balance is recognized on the condensed interim consolidated balance sheets as accounts receivable and prepaid
expenses.
9. Promissory Notes Payable, Convertible Debentures,
and Silver Loan
$6,000,000 Convertible Debenture (CD1)
CD1 bore interest at an annual rate of 7.5 %,
payable in cash or shares at the Company’s option on principal of $ 6,000,000 .
The CD1 is secured by a pledge of the Company’s properties and assets. In August 2024, the Company and Sprott agreed to amend the
maturity date of CD1 from March 31, 2026, to March 31, 2028, and that CD1 would remain outstanding until the new maturity date
unless the Company elects to exercise its option of early repayment . The Company determined that the amendments to the terms
of the CD1 should not be treated as an extinguishment of the CD1 and have therefore been accounted for as a modification. The CD1 was
convertible into Common Shares at a price of Canadian Dollars (“C$”) C$ 0.30
per Common Share, subject to stock exchange approval.
In June 2025, the Company and Sprott agreed to
amend the rate of interest of CD1 reducing it from 7.5 % to 5.0 % per annum, and the current conversion price, being the U.S. dollar equivalent
of C$ 0.30 per Common Share, was reduced to $ 0.105 . The Company determined that the amendments to the terms of the CD1 should be treated
as an extinguishment of the CD1. The new debt was bifurcated between host debt and the conversion option valued at $ 3,912,661 (net of transaction costs of $ 52,161 ) and $ 1,928,753 respectively, as of June 5, 2025. The debt and the conversion option were fair valued using a binomial lattice methodology based on a modified Cox-Ross-Rubenstein
(“CRR”) approach.
$15,000,000 Series 2 Convertible Debenture
(CD2)
CD2 bore interest at an annual rate of 10.5 %,
payable in cash or shares at the Company’s option on principal of $ 15,000,000 .
CD2 is secured by a pledge of the Company’s properties and assets.
In August 2024, the Company and Sprott agreed
to amend the maturity date of CD2 from March 31, 2026, to March 31, 2029 , and that CD2 would remain outstanding until the new maturity
date unless the Company elects to exercise its option of early repayment. The Company determined that the amendments to the terms of the
CD2 should not be treated as an extinguishment of the CD2 and have therefore been accounted for as a modification.
In June 2025, the Company and Sprott agreed to
amend the rate of interest of CD2 reducing it from 10.5 % to 5.0 % per annum, and the current conversion price, being the U.S. dollar equivalent
of C$ 0.29 per Common Share, was reduced to $ 0.105 . The Company determined that the amendments to the terms of the CD2 should be treated
as an extinguishment of the CD2. The new debt was bifurcated between host debt and the conversion option valued at $ 8,164,765 (net of transaction
costs of $ 130,401 ) and $ 6,482,376 respectively, as of June 5, 2025. The debt and the conversion option were fair valued using a binomial lattice methodology based on a modified CRR
approach.
Prior to the extinguishment on June 5, 2025, the
Company determined that in accordance with ASC 815 Derivatives and Hedging, each debenture will be valued and recorded as a single instrument,
with the periodic changes to fair value accounted through earnings, profit and loss.
14
Consistent with the approach above, the following
table summarizes the key valuation inputs as at applicable valuation dates:
Schedule
of Key Valuation Inputs
Reference
(1,2,3)
Valuation
date
Maturity
date
Contractual
Interest rate
Stock
price
(US$)
Expected
equity
volatility
Credit
spread
Risk-free
rate
Risk- adjusted
rate
CD1 note
12-31-24
03-31-28
7.50 %
0.113
105 %
4.72 %
4.28 %
15.45 %
CD2 note
12-31-24
03-31-29
10.50 %
0.113
105 %
5.03 %
4.34 %
17.89 %
CD1 note
03-31-25
03-31-28
7.50 %
0.102
100 %
6.88 %
3.89 %
16.06 %
CD2 note
03-31-25
03-31-29
10.50 %
0.102
100 %
7.06 %
3.93 %
18.16 %
(1)
The CD1 carried a Discount for Lack of Marketability (“DLOM”) of 5.0 % as of the issuance date. The CD2 carried a DLOM of 10.0 % as of the issuance date.
(2)
CD1 carries an instrument-specific spread of 7.23 %, CD2 carries an instrument-specific spread of 9.32 %.
(3)
The conversion price of the CD1, CD2 and CD3 are $ 0.105 as of June 30, 2025. The conversion price of the CD1 is $ 0.208 and CD2 is $ 0.202 as of December 31, 2024.
The gain (loss) on changes in fair value of convertible
debentures recognized on the condensed interim consolidated statements of income (loss) and comprehensive income (loss) during the three
and six months ended June 30, 2025, was $ 1,081,127 and $ 1,002,763 , respectively, and $ ( 498,263 ) and $ ( 655,495 ) for the three and six months ended
June 30, 2024.
The portion of changes in fair value that is attributable
to changes in the Company’s credit risk is accounted for within other comprehensive income. During the three and six months ended
June 30, 2025, the Company recognized $ 255,009 and $ 795,907 respectively, within other comprehensive income. Compared to $ 475,762
and $ 764,134 for the three and six months ended June 30, 2024.
Interest expense on the pre extinguished CD1 from
January 1, 2025 to June 5, 2025 was $ 193,459 . Interest expense on the pre extinguished CD2 from January 1, 2025 to June 5, 2025 was $ 684,041 .
For the three and six months ended June 30, 2025,
the Company recognized $ 824 , and $ 285,565 , respectively, loss on debt settlement on the condensed interim consolidated statements
of income (loss) and comprehensive income (loss) as a result of settling interest by issuance of shares. Compared to $ 133,232 and $ 203,325
for the three and six months ended June 30, 2024.
For the three and six months ended June 30, 2025,
the Company recognized $ 3,077,155 , and $ 3,077,155 , respectively, loss on debt settlement on the condensed interim consolidated statements
of income (loss) and comprehensive income (loss) as a result of extinguishment of CD1 and CD2. Compared to $ nil and $ nil for the three
and six months ended June 30, 2024.
The Company recorded accretion expense on host
debt of CD1 of $ 37,911
from June 6, 2025 to June 30, 2025, bringing the net liability to $ 3,950,572
as of June 30, 2025.
The Company recorded accretion expense on the
host debt of CD2 of $ 79,002 from June 6, 2025 to June 30, 2025, bringing the net liability to $ 8,243,767 as of June 30, 2025.
At June 30, 2025 interest of $ 444,167 ($ 510,411
at December 31, 2024) is included in interest payable on the condensed interim consolidated balance sheets.
15
$4,000,000 Series 3 Convertible Debenture
(CD3)
The Company closed the $ 4,000,000
CD3 on June 5, 2025 (note 15). CD3 bears interest at an annual rate of 5.0 %,
payable in cash or shares at the Company’s option, and matures
on June 5, 2030 . CD3 is secured by a pledge of the Company’s properties and assets and CD3 is convertible into
Common Shares at a price of $0 .105
per Common Share, subject to the stock exchange approval. The new debt was bifurcated between host debt and the conversion option valued at $ 2,268,397 (net of transaction
costs of $ 174,576 ) and $ 1,558,941 respectively, as of June 5, 2025. The debt and the conversion option were fair valued using a binomial lattice methodology based on a modified CRR
approach.
The Company recorded accretion expense on host
debt of CD3 of $ 28,545 and $ 28,545 for the three and six months ended June 30, 2025 ($ nil and $ nil for the three and six months ended
June 30, 2024), bringing the net liability to $ 2,296,941 as of June 30, 2025. At June 30, 2025, interest of $ nil ($ nil at December 31,
2024) is included in interest payable on the condensed interim consolidated balance sheets.
The Company performs quarterly testing of the
covenants in the CD1, CD2, CD3 and was in compliance with all such covenants as of June 30, 2025.
The Stream
On
June 23, 2023, all conditions were met for the closing of the Stream, and $ 46,000,000 was
advanced to the Company. The Stream was secured by the same security package that is in place with respect to the RCD, CD1, and CD2.
The Stream was repayable by applying 10% of all payable metals sold until a minimum quantity of metal is delivered consisting of,
individually, 63.5 million pounds of zinc, 40.4 million pounds of lead, and 1.2 million ounces of silver (subsequently amended, as
described below). Thereafter, the Stream was repayable by applying 2% of payable metals sold. The delivery price of streamed metals
was 20% of the applicable spot price. The Company incurred $ 740,956 of
transactions costs directly related to the Stream which were capitalized against the initial recognition of the Stream.
The Company determined that in accordance with
ASC 815 derivatives and hedging, the Stream does not meet the criteria for treatment as a derivate instrument as the quantities of metal
to be sold thereunder are not subject to a minimum quantity, and therefore a notional amount is not determinable. The Company has therefore
determined that in accordance with ASC 470, the stream obligation should be treated as a liability based on the indexed debt rules thereunder.
The initial recognition has been made at fair value based on cash received, net of transaction costs, and the discount rate calibrated
so that the future cash flows associated with the Stream, using forward commodity prices, equal the cash received. The measurement of
the stream obligation is accounted for at amortized cost with accretion at the discount rate. Subsequent changes to the expected cash
flows associated with the Stream will result in the adjustment of the carrying value of the stream obligation using the same discount
rate, with changes to the carrying value recognized in the condensed interim consolidated statements of income (loss) and comprehensive
income (loss).
The Company determined the effective
interest rate of the Stream obligation to be 10.6 %
and recorded accretion expense on the liability of $ 625,279
and $ 1,570,574 for the
three and six months ended June 30, 2025 ($ 1,178,156
and $ 2,277,216 for the
three and six months ended June 30, 2024) recognized in the consolidated statement of (loss) and comprehensive (loss), accretion
expense on the liability of $ 407,721
and $ 971,426
for the three and six months ended June 30, 2025 ($ 226,840
and $ 485,784
for the three and six months ended June 30, 2024) capitalized into the process plant (note 5) on the condensed interim consolidated
balance sheets and gain (loss) on revaluation of the liability of ($ 549,854 )
and $ 4,149,606
for the three and six months ended June 30, 2025, respectively (gain of $ 2,748,000
and $ 2,531,000
for the three and six months ended June 30, 2024, respectively). The revaluation is because of a change in projections of the key
assumptions: The
key assumptions used in the revaluation are production of 700,000,000 lbs of zinc, 385,000,000 lbs of lead, 8,700,000 oz of silver
over 14 years and long-term commodity prices of 1.20 $/lb to 1.28 $/lb for zinc, 0.91 $/lb to 0.93 $/lb for lead, 27.76 $/oz to
$31.96 $/oz for silver, and timing of production .
On June 5, 2025, the existing metals purchase
agreement (the “Metals Purchase Agreement”) dated June 23, 2023, by and among the Company, Silver Valley, and Sprott Streaming, pursuant
to which Sprott Streaming previously advanced a $ 46,000,000 deposit to Silver Valley, was terminated and exchanged (the “Exchange
Agreement”) for (i) 200,000,000 shares of the Company’s common stock; (ii) the CD3; and (iii) an additional 1.65 %
life-of-mine gross revenue royalty (note 6) on primary and secondary claims comprising the Bunker Hill Mine. A
gain on debt settlement $ 29,580,954 was recognized on the condensed interim consolidated statements of income (loss) and comprehensive
income (loss) for the three and six months ended June 30, 2025.
16
$15,000,000 Debt Facility
On June 23, 2023, the Company closed a $ 21,000,000
debt facility with Sprott which was available for draw at the Company’s election for a period of 2 years. Any amounts drawn will
bear interest of 10 % per annum, from the later of the Funding Date and June 30, 2027, to the date of repayment in full, at the rate of
per cent 15.0 % per annum, which is payable annually in cash or capitalized at the Company’s election. The maturity date of any drawings
under the Debt Facility will be June 30, 2030 . For every $ 5,000,000 or part thereof advanced under the Debt Facility, the Company will
grant a new 0.5% life-of-mine gross revenue royalty, on the same terms as the Royalty, to a maximum of 2.0% on the Primary Claims and
1.4% on the Secondary Claims. The Company may buy back 50% of these royalties for $ 20,000,000 .
On January 31, 2025, the Company drew $ 6,000,000
on the debt facility. On January 17, 2025, the Company drew $ 5,000,000 on the debt facility. The proceeds were bifurcated between host
debt and the underlying sale of mineral interest to Sprott (note 6). On December 12, 2024, the Company drew $ 5,000,000 on the debt facility.
The proceeds were bifurcated between host debt and the underlying sale of mineral interest to Sprott (note 6). On December 19, 2024, the
Company drew $ 5,000,000 on the debt facility. The proceeds were bifurcated between host debt and the underlying sale of mineral interest
to Sprott (note 6). On June 5, 2025, the Company repaid $ 6,000,000 of principal and $ 200,000 of interest owed to Sprott on the debt facility
by issuing 57,142,857 and 1,904,762 Common Stock. For the six months ended June 30, 2025, and June 30, 2024, the Company recognized $ 155,731
and $ nil , respectively, gain on debt settlement on the condensed interim consolidated statements of income (loss) and comprehensive income
(loss) as a result of settling principal and interest by issuance of shares.
On June 5, 2025, the Company and Sprott
agreed to amend the Terms of the debt Facility, specifically the Company agreed to changes to the interest payment mechanism,
specifically the removal of capitalized interest and the insertion of the ability to pay interest via shares in addition to a $ 2,000,000 ,
payable at maturity of the Debt Facility on June
30, 2030 . The Company determined that the amendments to the terms of the debt facility should not be treated as an
extinguishment of the debt facility and have therefore been accounted for as a modification.
The Company recorded accretion expense on
the debt facility of $ 342,371
and $ 681,596
for the three and six months ended June 30, 2025 ($ nil
and $ nil
for the three and six months ended June 30, 2024), accretion expense on the liability of $ 334,440 and $ 578,975 for the three and six
months ended June 30, 2025 ($ nil and $ nil for the three and six months ended June 30, 2024) capitalized into the process plant (note
5) on the condensed interim consolidated balance sheets bringing the net liability to $ 14,027,760
as of June 30, 2025. At June 30, 2025, interest of $ 786,111
($ nil
at December 31, 2024) is included in interest payable on the condensed interim consolidated balance sheets.
The Company performs quarterly testing of the
covenants in the Debt Facility and was in compliance with all such covenants as of June 30, 2025.
Silver Loan
On August 8, 2024, the Company entered into definitive
agreements with Monetary Metals Bond III LLC, an entity established by Monetary Metals & Co., for a silver loan in an amount of U.S.
dollars equal to up to 1.2 million ounces of silver, to be advanced in one or more tranches, in support of the re-start and ongoing development
of the Bunker Hill Mine (the “Silver Loan”).
In June 2025, the Company and Monetary
Metals & Co. agreed to amend the rate of interest of the silver loan reducing it from 15 %
to 13.5 %
effective August 9, 2025. In consideration for Monetary Metals’ participation in the June 5, 2025 restructuring transactions
of Bunker Hill and Silver Valley, Bunker Hill agreed to pay the following fees to Monetary Metals: a fee in the amount of $ 249,000
due and payable on August 8, 2025 and $ 249,000
due and payable on August 8, 2026. The Company determined that the amendments to the terms of the Silver Loan should not be treated
as an extinguishment of the Silver Loan and have therefore been accounted for as a modification. The Company recognized a gain on
modification of debt of $ 468,878
for the three and six months ended June 30, 2025 compared to $ nil
for the three and six months ended June 30, 2024.
17
The Company determined that in accordance with
ASC 815 Derivatives and Hedging, the Silver Loan is valued and recorded as a single instrument, with the periodic changes to fair value
accounted through earnings, profit and loss.
The fair value of the Silver Loan was determined
using the Black-Derman-Toy (“BDT”) model. BDT models the evolution of interest rates over time using a binomial
tree structure by capturing level of interest rates and volatility and estimates the value of the prepayment option by assessing how the
borrower’s incentive to prepay changes with interest rate movements. The key inputs include:
Schedule
of Estimates Value of Prepayment Option by Assessing Interest Rate Movements
Reference
Valuation Date
Maturity Date
Contractual Interest Rate
Interest Rate Volatility
Risk-free rate
Credit Spread
Risk-adjusted rate
Tranche 1, 2, 3, 4, & 5
Dec 31, 2024
Aug 8, 2027
15 %
26.5 %
4.23 %
4.53 %
16.54 %
Tranche 1, 2, 3, 4, & 5
Mar 31, 2025
Aug 8, 2027
15 %
30.5 %
4.24 %
6.76 %
18.80 %
Tranche 1, 2, 3, 4, & 5
June 30, 2025
Aug 8, 2027
13.5 %
30.5 %
4.24 %
11.83 %
18.80 %
The resulting fair values of the Silver Loan at
June 30, 2025, and December 31, 2024, and as of the issuance date, were as follows:
Reference
June 30, 2025
Dec 31, 2024
Silver Loan
$ 35,775,913
$ 31,802,708
The loss on changes in fair value of Silver Loan
recognized on the condensed interim consolidated statements of income (loss) and comprehensive income (loss) during the three and six
months ended June 30, 2025, was $ 2,961,015 and $ 9,029,947 respectively compared to $ nil and $ nil for the three months ended June 30, 2024.
The portion of changes in fair value that is attributable to changes in the Company’s credit risk is accounted for within other
comprehensive income during the three and six months ended June 30, 2025, was $ 3,096,220 , and $ 4,587,864 compared to $ nil and $ nil for
the three months ended June 30, 2024.
The Company performs quarterly testing of the
covenant of the Silver Loan and was in compliance with all such covenants as of June 30, 2025.
Teck Promissory Note
On March 21, 2025, the Company closed an
unsecured promissory note for an aggregate principal amount of up to $ 3,400,000
(the “Note”). The Note bore interest at 12 %
per annum, with such interest capitalized and added to the principal amount outstanding under the Note monthly. The Note was
available in multiple advances at the discretion of Teck and was paid on demand on June 6, 2025. On March 21, 2025, the Company
received $ 763,000
in advance from Teck. On March 25, 2025, the Company received $ 2,325,000
advance from Teck. On May 21, 2025, the Note was amended to
increase the aggregate principal amount to $ 4,400,000 ,
concurrently $ 1,000,000
was advanced from Teck under the Note.
On June 6, 2025, the Company repaid principal
and accrued interest on the unsecured Note. As of June 30, 2025, the principal and interest outstanding on the unsecured Note is $ nil
($ nil at December 31, 2024) on the condensed interim consolidated balance sheets. Interest expense for the three and six months ended
June 30, 2025, was $ 80,064 and $ 87,160 respectively ($ nil and $ nil for the three and six months ended June 30, 2024).
$10,000,000
Teck Standby Facility
On
June 5, 2025, the Company closed an uncommitted demand standby prepayment credit facility with Teck for $ 10,000,000 .
The facility will bear interest at a rate of 13.5 %
per annum until June 30, 2027, and a rate equal to 15.0 %
per annum thereafter, calculated and capitalized quarterly. The
facility will be available to the Company, until the earlier of (i) June 30, 2028, or (ii) the date on which the Bunker Hill project hits 90%
of name plate capacity or on the date on which the Company is cash flow positive for a quarter, unless terminated earlier by
Teck. As of December 31, 2024, and June 30, 2025, no advances have been made on the facility. The Company determined
that no recognition is required on the financial statements as of June 30, 2025, as no amount has been drawn from the
facility.
18
10. Capital Stock, Warrants, Stock Options
and Restricted Share Units
Authorized
The total authorized capital is as follows:
●
2,500,000,000
( 1,500,000,000 as of December 31, 2024) Common Shares with a par value of $ 0.000001
per Common Share; and
●
10,000,000 preferred shares with a par value of $ 0.000001 per preferred share.
Issued and outstanding
In January 2025, the Company issued 1,053,335
shares of common stock in connection with its election to satisfy financing cooperation fee relating to the Cooperation Agreement
for the six months ended September 30, 2024. In January 2025, the Company issued 621,500
shares of common stock in connection with its election to satisfy financing cooperation fee relating to the Cooperation Agreement for the three months ended December
31, 2024. The Company recognized a loss on debt settlement of $ nil and $ 13,972 for the three and six months ended June 30,
2025 (compared to $ nil and $ nil for the three and six months ended June 30, 2024) in the on the condensed interim consolidated statements
of income (loss) and comprehensive income (loss) for satisfying the financing cooperation fee with shares.
In January 2025, the Company issued 7,392,859
shares of common stock in connection with its election to satisfy interest payments under the outstanding convertible debentures for the
three months ending December 31, 2024.
In January 2025, the Company issued 672,450 shares
of common stock in connection with settlement of RSUs.
In April 2025 the Company issued 187,500
shares of common stock in connection with its election to satisfy interest payments under the outstanding convertible debenture for
the three months ending March 31, 2024.
On June 5, 2025, we, closed the brokered
private placement (the “Brokered Offering”) for aggregate cash consideration of $ 6,200,000 ,
which included participation by Sprott Streaming and Royalty Corp. (together with its affiliates, “Sprott Streaming”),
and concurrent non-brokered private placement (the “Non-Brokered Offering” and together with the Brokered Offering,
collectively, the “Equity Offerings”) with Teck Resources Limited (together with its affiliates, “Teck”) for
$ 20,500,000 .
As part of the equity offering the Company incurred $ 918,425
of financing costs recognized in additional paid in capital on the condensed balance sheets and $ 216,008 of financing costs on the condensed interim consolidated statements of income (loss) and comprehensive
income (loss) relating to the issuance of 126,107,872 warrants.
As part of the Equity Offerings, we issued an
aggregate of our 252,215,751 units (“Units”) at a price of C$ 0.15 per Unit (the “Offering Price”). Each Unit issued
under the Equity Offerings consisted of one share of our common stock and one-half of one share of common stock purchase warrant (a “Warrant”).
Each whole Warrant will be exercisable to acquire one additional share of our common stock (a “Warrant Share”) at a price
of C$ 0.25 per Warrant Share for a period of three years following the date of issuance, subject to customary adjustments.
In the Brokered Offering, 56,921,096 Units were
sold at the Offering Price by a syndicate of agents led by BMO Capital Markets, CIBC Capital Markets and Red Cloud Securities Inc., as
joint bookrunners, and including National Bank Financial Inc. (collectively, the “Agents”), of which Sprott Streaming acquired
10,000,000 Units (the “Sprott Subscription”). In the Non-Brokered Offering, Teck acquired 195,294,655 Units (the “Teck
Units”) at the Offering Price. We intend to use the net proceeds of the Equity Offerings to support the construction, start-up and
ramp-up of the Bunker Hill Mine.
The Equity Offerings, including both the brokered
and non-brokered components, were conducted on a private placement basis pursuant to applicable exemptions from the requirements of securities
laws under National Instrument 45-106 – Prospectus Exemptions and the United States Securities Act of 1933, as amended (the “Securities
Act”), in such other jurisdictions outside of Canada and the United States pursuant to applicable exemptions from the prospectus,
registration or other similar requirements in such other jurisdictions. All securities issued pursuant to the Equity Offerings (i) are
subject to a four month plus one day hold period in accordance with applicable Canadian securities laws and, if applicable, the policies
of the TSX Venture Exchange (the “TSX-V”) and (ii) have not been registered under the Securities Act or any U.S. state securities
laws and may not be offered or sold in the United States without registration under the Securities Act and all applicable state securities
laws or compliance with requirements of an applicable exemption therefrom.
19
Sprott Stream Conversion
On June 5, 2025, the existing metals purchase
agreement (the “Metals Purchase Agreement”) dated June 23, 2023, by and among us, Silver Valley, and Sprott Streaming, pursuant
to which Sprott Streaming previously advanced a $ 46,000,000 deposit to Silver Valley, was terminated and exchanged (the “Exchange
Agreement”) for (i) 200,000,000 shares of our common stock; (ii) senior secured Series 3 convertible debentures in the aggregate
principal amount of US$ 4 million and with a maturity date of June 5, 2030 (the “Series 3 CDs”); and (iii) an additional 1.65 %
life-of-mine gross revenue royalty (the “New Royalty”) on primary and secondary claims comprising the Bunker Hill Mine.
Sprott Streaming Debt Settlements
On June 5, 2025, The Company and Silver Valley entered
into the debt settlement agreements with Sprott Streaming (collectively, the “Sprott Debt Settlement Agreements”), pursuant
to which an aggregate of 63,690,476 shares of our common stock were issued to Sprott Streaming at the Offering Price in full satisfaction
of (i) $ 487,500 of unpaid interest under the secured convertible debentures held by Sprott Streaming, and (ii) $ 6,200,000 , consisting
of the principal amount of US$ 6 million previously advanced to us under the Debt Facility, together with an aggregate of $ 200,000 of interest
accrued thereon.
Additional Debt Settlements
The Company agreed to settle outstanding receivables and
other amounts owing (including, where applicable, accrued and unpaid interest thereon) in aggregate amounts of approximately $ 80,000 ,
$ 3,072,254 and C$ 195,000 with certain creditors, contractors, and directors, respectively, of the Company’s or Silver Valley through the issuance
of equity securities at the Offering Price. On June 5, 2025, concurrently with the closing of the Equity Offerings, the Company entered into debt
settlement agreements (collectively, the “Debt Settlement Agreements”) with such creditors, contractors, and directors (collectively,
the “Debt Settlements”) in order to preserve its cash for the potential restart and ongoing development of the Bunker Hill
Mine.
In connection with the Debt Settlements, the Company issued:
(a) 761,904 Units to MineWater, for a financing
cooperation fee;
(b) 257,379
shares of our common stock to four of our directors for their services for the period beginning on March 1, 2025, and ending on April
30, 2025; and
(c) 30,302,181
Units to certain other arm’s length creditors or contractors of the Company to settle certain other outstanding receivables
and other amounts owing in the aggregate amount of approximately $ 3,072,254 .
Equity Payment
Silver Valley and C & E Tree Farm, L.L.C.
(“C&E”) previously entered into an option agreement dated March 3, 2023 (the “Option Agreement”), pursuant
to which Silver Valley has an option to purchase certain real property in Idaho, USA, from C&E upon making a cash payment of $ 3,129,500 ,
subject to adjustment for lease payments made pursuant to a commercial lease agreement between the parties. The Company wanted to satisfy a portion
of the purchase price payable under the Option Agreement through the issuance of equity securities. Accordingly, on June 5, 2025, the Company,
Silver Valley and C&E entered into an equity payment agreement (the “Equity Payment Agreement”), pursuant to which the Company
issued 4,761,905 Units to C&E at a deemed price equal to the Offering Price to satisfy $ 500,000 of the purchase price payable under
the Option Agreement. Each Unit issued pursuant to the Equity Payment Agreement consists of one shares of our common stock and one-half
of one Warrant, with each whole Warrant exercisable for one additional Warrant Share at an exercise price of C$ 0.25 per Warrant Share
for a period of three years following the date of issuance, being June 5, 2028. The payment is included in long term deposits on the June
30, 2025, interim consolidated balance sheets.
The Company recognized a gain on debt settlement of $ 113,527 and $ 113,527 for the three and six months ended June
30, 2025 (compared to $ nil and $ nil for the three and six months ended June 30, 2024) in the on the condensed interim consolidated statements
of income (loss) and comprehensive income (loss) for the additional debt settlements, and the equity payment.
20
In January 2024, the Company issued 7,392,859
shares of common stock in connection with its election to satisfy interest payments under the outstanding convertible debentures for the
three months ending December 31, 2023.
In March 2024, the Company issued 2,546,436 shares
of common stock in connection with settlement of RSUs.
In April 2024, the Company issued 100,000 shares of
common stock in connection with settlement of RSUs.
In April 2024, the Company issued
6,398,439 shares of common stock in connection with its election to satisfy interest payments under the outstanding convertible debentures
for the three months ending March 31, 2024.
The Company has accounted for the warrants in
accordance with ASC Topic 815. The warrants are considered derivative instruments as they were issued in a currency other than the Company’s
functional currency of the U.S. dollar. The estimated fair value of warrants accounted for as liabilities was determined on the date of
issue and marked to market at each financial reporting period. The change in fair value of the warrant is recorded in the condensed interim
consolidated statements of income (loss) and comprehensive income (loss) as a gain or loss and is estimated using the Binomial model.
The fair value of the warrant liabilities related
to the various tranches of warrants issued during the period were estimated using the Binomial model to determine the fair value using
the following assumptions as at June 30, 2025 and December 31, 2024:
Schedule
of Fair Value of Warrant Liabilities Related
to Various Tranches of Warrants Issued
June 2025 warrants
June 30,
2025
Grant
Date
Expected life
1071 days
1096 days
Volatility
95 %
105 %
Risk free interest rate
2.62 %
2.62 %
Dividend yield
0 %
0 %
Share price (C$)
$ 0.12
$ 0.135
Fair value
$ 4,935,982
$ 6,279,115
Change in derivative liability
$ ( 1,343,133 )
January 2025 warrants
June 30,
2025
Grant
Date
Expected life
769 days
943 days
Volatility
80 %
105 %
Risk free interest rate
2.59 %
2.85 %
Dividend yield
0 %
0 %
Share price (C$)
$ 0.12
$ 0.165
Fair value
$ 3,481
$ 7,116
Change in derivative liability
$ ( 3,635 )
November 2024 warrants
June 30,
2025
December
2024
Expected life
769 days
950 days
Volatility
80 %
95 %
Risk free interest rate
2.59 %
2.96 %
Dividend yield
0 %
0 %
Share price (C$)
$ 0.12
$ 0.155
Fair value
$ 19,431
$ 32,374
Change in derivative liability
$ ( 12,943 )
October 2024 warrants
June 30,
2025
December
2024
Expected life
769 days
950 days
Volatility
80 %
95 %
Risk free interest rate
2.59 %
2.96 %
Dividend yield
0 %
0 %
Share price (C$)
$ 0.12
$ 0.155
Fair value
$ 13,047
$ 25,881
Change in derivative liability
$ ( 12,834 )
21
August 2024 warrants
June 30,
2025
December
2024
Expected life
769 days
950 days
Volatility
80 %
95 %
Risk free interest rate
2.59 %
2.96 %
Dividend yield
0 %
0 %
Share price (C$)
$ 0.12
$ 0.155
Fair value
$ 41,770
$ 82,857
Change in derivative liability
$ ( 41,087 )
March 2023 warrants
June 30,
2025
December 31,
2024
Expected life
270 days
451 days
Volatility
24 %
24 %
Risk free interest rate
2.59 %
2.96 %
Dividend yield
0 %
0 %
Share price (C$)
$ 0.12
$ 0.155
Fair value
$ 102,185
$ 915,046
Change in derivative liability
$ ( 812,861 )
April 2022 special warrants issuance
June 30,
2025
December 31,
2024
Expected life
Expired
91 days
Volatility
N/A
70 %
Risk free interest rate
N/A
2.96 %
Dividend yield
N/A
0 %
Share price (C$)
$ N/A
$ 0.155
Fair value
$ -
$ 1
Change in derivative liability
$ ( 1 )
April 2022 non-brokered issuance
June 30,
2025
December 31,
2024
Expected life
Expired
91 days
Volatility
N/A
70
%
Risk free interest rate
N/A
2.96
%
Dividend yield
N/A
0
%
Share price (C$)
$
N/A
$
0.155
Fair value
$
-
$
1
Change in derivative liability
$
( 1
)
June 2022 issuance
June 30,
2025
December 31,
2024
Expected life
Expired
91 days
Volatility
N/A
70
%
Risk free interest rate
N/A
2.96
%
Dividend yield
N/A
0
%
Share price (C$)
$
N/A
$
0.155
Fair value
$
-
$
1
Change in derivative liability
$
( 1
)
22
February 2021 issuance
June 30,
2025
December
31,
2024
Expected life
224 days
405 days
Volatility
75
%
70
%
Risk free interest rate
2.59
%
2.96
%
Dividend yield
0
%
0
%
Share price (C$)
$
0.12
$
0.155
Fair value
$
1
$
44,465
Change in derivative liability
$
( 44,464
)
June 2019 issuance
June 30,
2025
December
31,
2024
Expected life
184 days
365 days
Volatility
85
%
70
%
Risk free interest rate
2.59
%
2.96
%
Dividend yield
0
%
0
%
Share price (C$)
$
0.12
$
0.155
Fair value
$
1
$
9,724
Change in derivative liability
$
( 9,723
)
August 2019 issuance
June 30,
2025
December
31,
2024
Expected life
184 days
365 days
Volatility
85
%
70
%
Risk free interest rate
2.59
%
2.96
%
Dividend yield
0
%
0
%
Share price (C$)
$
0.12
$
0.155
Fair value
$
1
$
14,945
Change in derivative liability
$
( 14,944
)
23
Outstanding warrants at June 30, 2025 and December
31, 2024 were as follows:
Schedule
of Warrant Activity
Weighted
Weighted
average
average
Number of
exercise price
grant date
warrants
(C$)
value ($)
Balance, December 31, 2023
145,061,976
$ 0.37
$ 0.09
Issued
2,157,384
0.15
0.07
Expired
( 40,538,969 )
0.37
0.15
Balance, December 31, 2024
147,219,360
$ 0.37
$ 0.09
Balance, December 31, 2024
147,219,360
$ 0.37
$ 0.09
Issued
126,208,269
0.25
0.05
Expired
( 40,538,969 )
0.37
0.15
Balance, June 30, 2025
232,888,660
$ 0.30
$ 0.06
At June 30, 2025, the following warrants were
outstanding:
Schedule
of Warrants Outstanding Exercise Price
Exercise
Number of
Number of
warrants
Expiry date
price (C$)
warrants
exercisable
December 31, 2025
0.59
32,895,200
32,895,200
February 9, 2026
0.60
17,112,500
17,112,500
February 16, 2026
0.60
2,881,580
2,881,580
March 27, 2026
0.15
51,633,727
51,633,727
August 8, 2027
0.16
1,680,591
1,680,591
August 8, 2027
0.15
100,397
100,397
August 8, 2027
0.12
476,793
476,793
June 5, 2028
0.25
126,107,872
126,107,872
232,888,660
232,888,660
Compensation options
At June 30, 2025, and December 31, 2024 the following
broker options were outstanding:
Schedule
of Compensation Options
Weighted
Number of
average
broker
exercise price
options
(C$)
Balance, December 31, 2023
4,301,150
$ 0.24
Expired – February 2024
( 351,000 )
0.50
Expired – April 2024
( 1,879,892 )
0.30
Balance, December 31, 2024
2,070,258
0.15
Balance, December 31, 2024 (i)
2,070,258
0.15
Balance, June 30, 2025 (i)
2,070,258
0.15
(i)
The grant date fair value of the March 2023 Compensation Options was estimated at $ 111,971 using the Black-Scholes valuation model with the following underlying assumptions:
24
Schedule
of Estimated Using Black-Scholes Valuation Model for Fair Value of Broker Options
Grant Date
Risk free
interest rate
Dividend yield
Volatility
Stock price
Weighted average life
March 2023
3.4 %
0 %
120 %
C$ 0.11
3 years
Schedule of Broker Exercise
Price
Exercise
Number of
Grant date
Fair value
Expiry date
price (C$)
broker options
($)
March 27, 2026 (i)
$ 0.15
2,070,057
$ 111,971
i)
Exercisable into one March 2023 Unit.
Stock options
Outstanding stock options at June 30, 2025, and
December 31, 2024 were as follows:
Schedule
of Stock Options
Weighted
average
Number of
exercise price
stock options
(C$)
Balance, December 31, 2023
8,970,636
$ 0.52
Granted August 1, 2024
87,493
$ 0.16
Expired October 24, 2024
( 1,575,000 )
$ 0.60
Expired October 31, 2024
( 1,037,977 )
$ 0.34
Balance, December 31, 2024
6,445,152
$ 0.52
Balance, December 31, 2024
6,445,152
$ 0.52
Expired April 20, 2025
( 5,957,659 )
$ 0.55
Balance, June 30, 2025
487,493
$ 0.15
The following table reflects the stock options
issued and outstanding as of June 30, 2025:
Schedule
of Actual Stock Options Issued and Outstanding
Number of
remaining
Number of
options
Exercise
contractual
options
vested
Grant date
price (C$)
life (years)
outstanding
(exercisable)
fair value ($)
0.15
2.40
400,000
400,000
37,387
0.16
4.09
87,493
-
7,242
487,493
400,000
$ 44,629
The vesting of stock options during the three
and six months ending June 30, 2025, resulted in stock based compensation expense of $ 1,805 and $ 3,591 , respectively ($ 6,423 and $ 31,516
for the three and six months ending June 30, 2024, respectively).
Restricted Share Units
Effective March 25, 2020, the Board of Directors
approved a Restricted Share Unit (“RSU”) Plan to grant RSUs to its officers, directors, key employees and consultants.
25
Outstanding RSUs at June 30, 2025 and December
31, 2024 were as follows:
Schedule of Restricted Share Units
Weighted
average
grant date
fair value
Number of
per share
shares
(C$)
Unvested as at December 31, 2023
7,044,527
$ 0.24
Granted
9,720,403
$ 0.11
Vested
( 2,667,436 )
$ 0.23
Forfeited
( 71,000 )
$ 0.50
Unvested as at December 31, 2024
14,026,494
$ 0.15
Unvested as at December 31, 2024
14,026,494
$ 0.15
Vested
( 672,450 )
0.10
Unvested as at June 30, 2025
13,354,044
$ 0.15
(i)
On January 29, 2024, the Company granted 672,450 RSUs to the CFO of the Company, which vest on January 29, 2025. The vesting of these RSUs resulted in stock-based compensation of $ 3,552 and $ 3,552 , respectively, for the three and six months ended June 30, 2025, which is included in operating expenses condensed interim consolidated statements of income (loss) and comprehensive income (loss), compared to $12,432 and $21,311 for the three and six months ended June 30, 2024, respectively.
(ii)
On March 13, 2024, the Company granted 9,047,953 RSUs to certain executives and employees of the Company, which vest in one-third increments on March 13 of 2025, 2026 and 2027. The vesting of these RSUs resulted in stock-based compensation of $ 51,061 and $ 150,040 , respectively, for the three and six months ended June 30, 2024, which is included in operating expenses condensed interim consolidated statements of income (loss) and comprehensive income (loss) compared to $ 112,334 and $ 134,554 , for the three and six months ended June 30, 2024, respectively.
The vesting of RSU’s during the three and
six months ending June 30, 2025, resulted in stock based compensation expense of $ 78,850 and $ 261,626 respectively ($ 189,808 and $ 426,664
for the three and six months ending June 30, 2024, respectively).
11. Deferred Share Units
Effective April 21, 2020, the Board of Directors
approved a Deferred Share Unit (“DSU”) Plan to grant DSUs to its directors. The DSU Plan permits the eligible directors to
defer receipt of all or a portion of their retainer or compensation until termination of their services and to receive such fees in the
form of cash at that time.
Upon vesting of the DSUs or termination of service
as a director, the director will be able to redeem DSUs based upon the then market price of the Company’s Common Share on the date
of redemption in exchange for cash.
Outstanding DSUs at June 30, 2025 and December
31, 2024 were as follows:
Schedule of Deferred Share Units
Weighted
average
grant date
fair value
Number of
per share
shares
(C$)
Unvested as at December 31 2023
1,495,454
$ 0.90
Granted
2,865,363
$ 0.13
Vested
( 4,023,342 )
$ 0.41
Unvested as at December 31 2024
337,475
$ 0.16
Unvested as at December 31 2024, and June 30, 2025
337,475
$ 0.16
The vesting of DSU’s during the three and
six months ended June 30, 2025, resulted in a recovery of stock based compensation expense of $ 94,621 and $ 145,407 , respectively. The
vesting of DSU’s during the three and six months ending June 30, 2024, resulted in stock based compensation expense of $ 476,794
and $ 551,772 , respectively. The fair value of each DSU is $ 0.09 as of June 30, 2025, and $ 0.12 as of June 30, 2024.
26
12. Commitments and Contingencies
EPA and IDEQ Obligations
As stipulated in the agreement with the EPA and
as described in Note 8, the Company is required to make two types of payments to the EPA and IDEQ, one for historical water treatment
cost-recovery to the EPA, and the other for ongoing water treatment. Water treatment costs incurred through December 2021 are payable
to the EPA, and water treatment costs incurred thereafter are payable to the IDEQ. The IDEQ (as done formerly by the EPA) invoices the
Company on an annual basis for the actual water treatment costs, which may exceed the recognized estimated costs significantly. When the
Company receives the water treatment invoices, it records any liability for actual costs over and above any estimates made and adjusts
future estimates as required based on these actual invoices received. The Company is required to pay for the actual costs regardless of
the periodic required estimated accruals and payments made each year.
Crescent Legal Proceeding
On July 28, 2021, a lawsuit was filed in the
U.S. District Court for the District of Idaho brought by Crescent Mining, LLC (“Crescent” or “Plaintiff”).
The named defendants include Placer Mining, Robert Hopper Jr., and the Company. The lawsuit alleges that Placer Mining and Robert
Hopper Jr. intentionally flooded the Crescent Mine during the period from 1991 and 1994, and that the Company is jointly and
severally liable with the other defendants for unspecified past and future costs associated with the presence of acid mine drainage
in the Crescent Mine. The Plaintiff requested unspecified damages. On September 20, 2021, the Company filed a motion to dismiss
Crescent’s claims against it, contending that such claims are facially deficient. On March 2, 2022, the court granted
in part and denied in part the Company’s motion to dismiss. The court granted the Company’s motion to dismiss in respect
of Crescent’s cost recovery claim under CERCLA Section 107(a), and declaratory judgment, tortious interference, trespass,
nuisance and negligence claims. These claims were dismissed without prejudice. The court denied the motion to dismiss filed by
Placer Mining Corp. for Crescent’s trespass, nuisance and negligence claims. Crescent later filed an amended complaint on
April 1, 2022. Placer Mining Corp. and Bunker Hill Mining Corp are named as co-defendants. Bunker Hill responded to the amended
filing, refuting and denying all allegations made in the complaint except those that are assertions of fact as a matter of public
record. The Company believes Crescent’s lawsuit is without merit and is defending the claims on behalf of itself and Placer Mining Corp. pursuant to an indemnification
granted by Company of Placer Mining Corp. granted pursuant to the sale and purchase agreement executed
between the companies for the Mine on December 15, 2021. The lawsuit is currently in the discovery phase, in which information is
gathered and exchanged.
13. Deferred Tax liability
The Company incurred no income tax recovery or
expense for the three and six months ended June 30, 2025 and incurred income tax recovery of $ 504,798 and $ 1,204,718 for the three and
six months ended June 30, 2024. The Company’s effective income tax rate for the first three months of 2024 was 12.6 %. The effective
tax rate during the first three months of 2024 rate differed from the statutory rate primarily due to the recognition of deferred tax
assets available to offset the deferred tax liability associated with the Stream Obligation. The Company maintains a valuation allowance
against net operating losses subject to Section 382 and other deferred tax assets.
Current liabilities at June 30, 2025, and
December 31, 2024, include an income tax payable of $ 950,000 and $ 1,050,000 , respectively. This relates to the proceeds of the Stream which were classified as income under the U.S. internal revenue code. The Company
elected to defer the income, one year, to 2024, in which most of the income was offset by losses incurred in the current year and
previous years.
A valuation allowance is provided for deferred
tax assets for which it is more likely than not that the related tax benefits will not be realized. The Company analyzes its deferred
tax assets and, if it is determined that the Company will not realize all or a portion of its deferred tax assets, it will record or increase
a valuation allowance. Conversely, if it is determined that the Company will likely ultimately be able to realize all or a portion of
the related benefits for which a valuation allowance has been provided, all or a portion of the related valuation allowance will be reduced.
27
14. Operating Expenses
Schedule of Operating Expenses
2025
2024
2025
2024
Three Months Ended
Six Months Ended
June 30,
June 30
2025
2024
2025
2024
Operating expenses
General administration expenses
$ 2,597,219
$ 3,342,235
$ 4,706,256
$ 6,187,472
Salaries, wages, and consulting fees
513,173
807,879
1,313,510
1,750,273
Total
3,110,392
4,150,114
6,019,766
7,937,745
15. Related party transactions
The Company’s key management personnel have
the authority and responsibility for planning, directing and controlling the activities of the Company and consists of the Company’s
executive management team and management directors.
Schedule of Related Party Transactions
Three Months
Ended
Three Months
Ended
Six Months
Ended
Six Months
Ended
June 30,
June 30,
June 30,
June 30,
2025
2024
2025
2024
Consulting fees & wages
$ 300,842
$ 353,417
$ 557,717
$ 827,610
At June 30, 2025 and June 30, 2024, $ 98,545 and
$ 88,796 respectively is owed to key management personnel with all amounts included in accounts payable and accrued liabilities due to
cash preservation efforts.
Sprott Transactions
In January 2025, the Company drew $ 11,000,000 on
the Sprott debt facility. As consideration for Sprott advancing the debt facility the Company granted Sprott a royalty for 1.0% of
life-of-mine gross revenue from mining claims considered to be historically worked, contiguous to current accessible underground development,
and covered by the Company’s 2021 ground geophysical survey and a 0.70% rate will apply to claims outside of these areas.
In January 2025, the Company issued 7,119,049
shares of common stock to Sprott in connection with its election to satisfy interest payments under the outstanding convertible debentures
owned by Sprott for the three months ended December 31, 2024.
On June 5, 2025, the following transactions occurred:
Equity Raise Participation
Sprott Streaming acquired 10,000,000
Units in the Brokered Offering. at a price of C$ 0.15 per Unit (the “Offering Price”). Each Unit issued under the Equity Offerings
consisted of one share of our common stock and one-half of one share of common stock purchase warrant (a “Warrant”). Each
whole Warrant will be exercisable to acquire one additional share of our common stock (a “Warrant Share”) at a price of C$ 0.25
per Warrant Share for a period of three years following the date of issuance, subject to customary adjustments.
Stream Conversion
On June 5, 2025, the existing metals
purchase agreement (the “Metals Purchase Agreement”) dated June 23, 2023, by and among us, Silver Valley, and Sprott Streaming,
pursuant to which Sprott Streaming previously advanced a $ 46,000,000 deposit to Silver Valley, was terminated and exchanged (the “Exchange
Agreement”) for (i) 200,000,000 shares of our common stock; (ii) senior secured Series 3 convertible debentures in the aggregate
principal amount of $ 4,000,000 and with a maturity date of June 5, 2030 (the “Series 3 CDs”); and (iii) an additional 1.65 %
life-of-mine gross revenue royalty (the “New Royalty”) on primary and secondary claims comprising the Bunker Hill Mine.
28
Sprott Streaming Debt Settlements
On June 5, 2025, we and Silver Valley
entered into the debt settlement agreements with Sprott Streaming (collectively, the “Sprott Debt Settlement Agreements”),
pursuant to which an aggregate of 63,690,476 shares of our common stock were issued to Sprott Streaming at the Offering Price in full
satisfaction of (i) $ 487,500 of unpaid interest under the secured convertible debentures held by Sprott Streaming, and (ii) $ 6,200,000 ,
consisting of the principal amount of $ 6,000,000 previously advanced to us under the Debt Facility, together with an aggregate of $ 200,000
of interest accrued thereon.
Teck Transactions
On March 21, 2025, the Company closed an
unsecured promissory note for an aggregate principal amount of up to $ 3,400,000
(the “Note”). The Note interest rate was set at 12 %
per annum, with such interest being capitalized and added to the principal amount outstanding under the Note monthly. The Note was
available in multiple advances at the discretion of Teck and is payable on demand from Teck. On March 21, 2025, the Company received
$ 763,000
in advance from Teck. On March 25, 2025, the Company received $ 2,325,000
advance from Teck. On April 7, 2025, the Company received $ 312,000
advance from Teck. On May 21, 2025, the Note was amended to increase the aggregate principal amount to $ 4,400,000 ,
concurrently $ 1,000,000
was advanced from Teck under the Note. On June 6, 2025, the Company repaid principal and accrued interest on the full balance of the
unsecured Note.
On June 5, 2025, the Company closed a non-brokered
private placement (the “Non-Brokered Offering”) with Teck Resources Limited for 195,294,655 Units at a price of US$ 0.105 per
Unit for aggregate gross proceeds to the Corporation of US$ 20,505,938.77 . Each Unit issued under the Equity Offerings consisted of one
share of our common stock and one-half of one share of common stock purchase warrant (a “Warrant”). Each whole Warrant will
be exercisable to acquire one additional share of our common stock (a “Warrant Share”) at a price of C$ 0.25 per Warrant Share
for a period of three years following the date of issuance, subject to customary adjustments.
16. Geographic and Segment Information
The Company has one reportable operating segment.
The Company’s primary focus is the development and restart of our 100 % owned Bunker Hill Mine in Kellogg, Idaho, U.S. The Company
reported no revenues during the three and six months ended June 30, 2025, and 2024.
17. Subsequent Events
Share Issuance
On July 9, 2025, the Company issued 15,378,473
shares of common stock in connection with its election to satisfy interest payments under the outstanding convertible debentures for the
three months ended June 30, 2025 and the debt facility for the six months ended June 30, 2025.
29
Item 2. Management’s Discussion and Analysis of Financial
Condition or Plan of Operation
The following management’s discussion and
analysis of the consolidated financial results and condition of Bunker Hill Mining Corp. (collectively, “we,” “us,”
“our,” “Bunker Hill” or the “Company”) for the three and six months ended June 30, 2025, has been
prepared based on information available to us as of July 30, 2025. This discussion should be read in conjunction with the unaudited Condensed
Consolidated Financial Statements and notes thereto included herewith and the audited Consolidated Financial Statements of Bunker Hill
for the year ended December 31, 2024, and the related notes thereto filed with our Annual Report on Form 10-K, which have been prepared
in accordance with U.S. GAAP. This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and
assumptions. Our actual results, performance, or achievements may differ materially from those anticipated in these forward-looking statements
as a result of many factors, including, but not limited to, those set forth elsewhere in this report. See “Cautionary Note Regarding
Forward-Looking Statements.”
All currency amounts are expressed in U.S.
dollars.
Description
of Business
Corporate Information
The Company was incorporated under the laws of
the State of Nevada, U.S.A on February 20, 2007, under the name Lincoln Mining Corp. On February 11, 2010, the Company changed its name
to Liberty Silver Corp and subsequently, on September 29, 2017, the Company changed its name to Bunker Hill Mining Corp. The Company’s
registered office is located at 1802 N. Carson Street, Suite 212, Carson City Nevada 89701, and its Canadian office is located at 300-1055
West Hastings Street Vancouver, British Columbia, V6E 2E9, and its telephone number is 604.417.7952. The Company’s website is www.bunkerhillmining.com.
Information appearing on the website is not incorporated by reference into this report.
Overview and Outlook
Our primary focus is the development and
restart of our 100% owned Bunker Hill Mine (the “Bunker Hill Mine”) in Kellogg, Idaho, USA. The Bunker Hill Mine was the
largest single producing mine by tonnage in the Silver Valley region of northwest Idaho, producing over 165 million ounces of silver
and 5 million tons of base metals between 1885 and 1981. The Bunker Hill Mine is located within Operable Unit 2 of the Bunker Hill
Superfund site (EPA National Priorities Listing IDD048340921), where cleanup activities have been completed.
The Company was incorporated for the initial purpose
of mineral exploration at the Bunker Hill Mine. The Company has moved into the development stage concurrent with (i) purchasing the mine
and a process plant, (ii) completing successive technical and economic studies, including an early-stage analysis that assesses the viability
of a potential mining project, providing a preliminary assessment of its economic and technical feasibility (“Prefeasibility Study”),
(iii) delineating mineral reserves, and (iv) advancing the construction of the facilities for commissioning and operations in the first
half of 2026, with nameplate 1,800 tons per day production expected in 2026.
In May 2025, we initiated a mineral resource
expansion and exploration drilling program in support of the staged restart plan. The program included 8,975 feet of core to
be drilled from underground to further define and expand a portion of the existing resource that is in close proximity to where initial
mining will occur.
Current External Factors Impacting our Business
In 2022, the United States Geological Survey
included zinc as one of the primary metals at Bunker Hill along with lead and silver as a critical material that is essential to the
U.S. economy and national security, because the domestic supply chain is vulnerable to disruption due to China’s supply
dominance. Zinc uses include incorporation in metal products, rubber and medicines. About three-fourths of zinc used is consumed as
metal, mainly as a coating to protect iron and steel from corrosion (galvanized metal), as alloying metal to make bronze and brass,
as zinc-based die casting alloy, and as rolled zinc.
30
Due to the dominance of China over certain critical
materials production, including zinc, the U.S. federal government is taking certain actions to support the domestic critical materials
supply chain, including tax incentives and federal loan programs specifically designed to support critical materials producers, and to
strengthen the defense industrial base with respect to critical minerals including zinc. During the first six months of 2025, we have
monitored the many Trump Administration actions, including executive orders covering critical minerals and materials, including zinc. On January 20, 2025, President Trump issued the
“Unleashing American Energy” Executive Order, which included (1) several urgent critical mineral directives, including the
immediate review of all agency actions that potentially burden the development of domestic energy resources with particular attention
to critical minerals; (2) directing the Secretary of Energy to ensure that critical mineral projects, including the processing of critical
minerals, receive consideration for federal support; and (3) directing the Secretary of Defense to consider the needs of the U.S. in supplying
and maintaining the national defense stockpile to provide a robust supply of critical minerals, which will create jobs and prosperity
at home, strengthen supply chains for the U.S. and its allies, and reduce the global influence of malign and adversarial states.
In March 2025, President Trump issued the “Immediate
Measures to Increase American Mineral Production” Executive Order. In this Executive Order, President Trump directed the federal
agencies, including the EXIM Bank, to unlock the permitting, funding and issuance of off-take agreements for critical minerals. The Executive
Order includes near-term actions to be determined and implemented by the federal agencies to mobilize capital for mineral producers and
create off-take agreements for the strategic stockpiling of minerals critical to the United States’ defense, technology and energy.
In addition, the impacts of other external influences
(such as the Russia/Ukraine war and conflicts in the Middle East, including the Israel war) have further focused the U.S. government
on the importance of implementing secure domestic supply chains, including for critical and base metal materials. The Company monitors
and intends to participate in these initiatives as they are critical to the production of domestic defense and other technologies.
Results of Operations
The following discussion and analysis provides
information that is believed to be relevant to an assessment and understanding of the results of operation and financial condition of
the Company for the three and six months ended June 30, 2025, and June 30, 2024.
Comparison of the three six months ended
June 30, 2025 and 2024
Revenue
During the three and six months ended June 30,
2025, and 2024, respectively, we generated no revenue.
Expenses
During the three months ended June 30, 2025, and
2024, we reported total operating expenses of $3,110,392 and $4,150,114, respectively. The decrease in total operating expenses was primarily
due to a decrease in the volume of transactions associated with construction of the process plant during the quarter ended June 30, 2025.
During the six months ended June 30, 2025, and
2024, we reported total operating expenses of $6,019,766 and $7,937,745, respectively. The decrease in total operating expenses was primarily
due to a decrease in the volume of transactions associated with construction of the process plant during the six months ended June 30,
2025.
Net Income and Comprehensive Income
We had net income of $20,459,888 for the
three months ending June 30, 2025 (compared to a loss of $3,902,404 for the three months ended June 30, 2024). The net income the
three months ended June 30, 2025 was primarily due to a gain on a debt settlement related to the stream debenture of $29,580,954
compared to $nil in the 2024 period, together with a change in derivative liabilities $1,832,864 in the 2025 period compared to
($351,402) in the 2024 period which was driven by warrants with an exercise price less than the market price of Bunker Hill Mining
Corp’s closing price on June 30, 2025. These second quarter gains were partially offset by a loss on the fair value of silver
loan of $2,961,015 for the three months ended June 30, 2025, compared to $nil for the three months ended June 30, 2024 and a loss on
revaluation of stream debenture of $549,854 for the three months ended June 30, 2025 (compared to a gain of $2,748,000 for the three
months ended June 30, 2024), due to updated key assumptions including commodity prices and timing of production. Additionally,
financing costs of $1,007,750 ($nil for the three months ended June 30, 2024) relating to debt restructuring that occurred during the
three months ended June 30, 2025.
31
We had net income of $14,113,675 for the six months ending June 30, 2025
(compared to a loss of $9,484,440 for the three months ended June 30, 2024). The net income the three months ended June 30, 2025, was
primarily due to a gain on debt settlement of the stream debenture of $29,580,954 compared to $nil in the 2024 period, together with a
change in derivative liabilities of $2,295,627 in the 2025 period compared to a loss of ($615,345) in the 2024 period which was driven
by warrants with an exercise price less than the market price of Bunker Hill Mining Corp’s closing price on June 30, 2025. These
gains in the during the first six months of 2025 were partially offset by a loss on fair value of silver loan of $9,029,947 for the six
months ended June 30, 2025, compared to $nil for the six months ended June 30, 2024 and a gain on revaluation of stream debenture of $4,149,606
compared to gain of $2,531,000 for the six months ended June 30, 2024), due to updated key assumptions including commodity prices and
timing of production. Financing costs of $1,014,866 ($nil for the six months ended June 30, 2024) relating to debt restructuring that
occurred in the three months ended June 30, 2025.
We had a comprehensive income of $23,811,117 and
$19,497,446 for the three and six months ended June 30, 2025 (comprehensive loss of $3,426,642 and $8,720,306 for the three and six months
ended June 30, 2024), respectively. Comprehensive income for the three and six months ending June 30, 2025, is inclusive of a $3,351,229
and $5,383,771 gain on change in fair value on own credit risk ($475,762 and $764,134 for the three and six months ended June 30, 2024).
Liquidity and Capital Resources
Going Concern
These condensed interim consolidated financial statements
have been prepared on a going concern basis. The Company has incurred losses since inception resulting in an accumulated deficit of $96,253,046
and further losses are anticipated in the development of its business. The Company does not have sufficient cash to fund normal operations
and meet debt obligations for the next 12 months without deferring payment on certain current liabilities and/or raising additional funds.
In order to continue to meet its fiscal obligations in the current fiscal year and beyond, the Company must seek additional financing.
This raises substantial doubt about the Company’s ability to continue as a going concern. Its ability to continue as a going concern
is dependent upon the ability of the Company to generate profitable operations in the future and/or to obtain the necessary financing
to meet its obligations and repay its liabilities arising from normal business operations when they come due. The accompanying condensed
interim consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
These condensed interim consolidated financial statements
do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification
of liabilities that might be necessary in the event the Company cannot continue in existence.
Current Assets and Total Assets
As of June 30, 2025, the Company had total current assets were $11,829,696,
compared to total current assets of $9,332,639 at December 31, 2024 – an increase of $2,497,057; and total assets of $116,563,473,
compared to total assets of $97,601,550 at December 31, 2024 – an increase of $18,961,923. During the six months ended June 30,
2025, our current and non-current assets increased due to debt and equity financings that occurred partially offset by cash expenditures
on the process plant and additions to the Bunker Hill Mine.
Current Liabilities and Total Liabilities
As of June 30, 2025, our total current liabilities
of $12,215,705 and total liabilities of $87,781,551, compared to total current liabilities of $29,644,412 and total liabilities of $149,736,915
at December 31, 2024.
Total liabilities decreased due to the termination and exchange of the
stream obligation under the Exchange Agreement (discussed in Note 9 to the financial statements), the repayment of $6,000,000 of principal
on the Sprott debt facility through the issuance of Common Stock, the repayment of the Teck promissory note in full all of which occurred
in the 6 months ending June 30, 2025 and a decrease in accounts payable and accrued liabilities as the Company utilized the equity raise
to decrease its current obligations to its vendors, all of which occurred in June 2025. This was offset by an $11,000,000 drawdown on
the Sprott debt facility in January 2025 and the $3,973,205 increase in the fair value of the silver loan due to the change in inputs,
including an increase in the silver price during the six months ended June 30, 2025.
32
Working Capital and Shareholders’
Deficit
As of June 30, 2025, we had working capital deficit of $386,009 and a shareholders’
equity of $28,781,922, compared to working capital deficit of $20,311,773 and shareholders deficiency of $52,135,365, respectively, as
of December 31, 2024. The significant improvement in working capital and shareholders equity from December 31, 2025 to June 30, 2025 is
primarily the result of a major capital restructuring along with combined equity financings from a brokered and non-brokered private placement
and debt settlements during the first six months of 2025.
Cash Flow
During the six months ended June 30, 2025, we had a net cash increase of
$2,327,904, primarily due to cash provided by financing activities, specifically proceeds from the issuance of shares of common stock
and proceeds from Sprott debt facility, offset by cash used in operating and investing activities primarily related to expenditures on
the Bunker Hill Mine process plant.
Subsequent Events
Share Issuance
On July 9, 2025, the Company issued 15,378,473
shares of common stock in connection with its election to satisfy interest payments under the outstanding convertible debentures for the
three months ended June 30, 2025 and the debt facility for the six months ended June 30, 2025.
Critical accounting estimates
The preparation of the interim condensed consolidated
financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts
of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of expenses during the
reporting period. Estimates and judgments are continuously evaluated and are based on management’s experience and other factors,
including expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes can differ from these
estimates. The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the amounts recognized
in the financial statements are:
Share-based payments
Management determines costs for share-based payments
using market-based valuation techniques. The fair value of the share awards and warrant liabilities are determined at the date of grant
using generally accepted valuation techniques and for warrant liabilities at each balance sheets date thereafter. Assumptions are made
and judgment used in applying valuation techniques. These assumptions and judgments include estimating the future volatility of the stock
price and expected dividend yield. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair
value estimates.
Convertible Loans, Promissory Notes, Stream
Obligation and Warrants
Estimating the fair value of derivative warrant
liability requires determining the most appropriate valuation model, which is dependent on the terms and conditions of the issuance. This
estimate also requires determining the most appropriate inputs to the valuation model including the expected life of the warrants derivative
liability, volatility and dividend yield and making assumptions about them.
The fair value estimates of the convertible loans
use inputs to the valuation model that include risk-free rates, equity value per share of common stock, USD-CAD exchange rates, expected
equity volatility, discount for lack of marketability, credit spread.
33
The stream obligation inputs used to determine
the future cash flows and effective interest for the amortized cost calculation include futures prices of minerals and expected mineral
production over the life of the mine.
The fair value estimates of the silver loan use
inputs to the valuation model that include risk-free rates, spot and futures prices of minerals, and expected volatility in minerals prices.
The fair value estimates may differ from actual
fair values and these differences may be significant and could have a material impact on the Company’s balance sheets and the consolidated
statements of operations. Assets are reviewed for an indication of impairment at each reporting date. This determination requires significant
judgment. Factors that could trigger an impairment review include, but are not limited to, significant negative industry or economic trends,
interruptions in exploration activities or a significant drop in precious metal prices.
Accrued liabilities
The Company has to make estimates to accrue for
certain expenditures due to delay in receipt of third-party vendor invoices. These accruals are made based on trends, history and knowledge
of activities. Actual results may be different.
The Company makes monthly estimates of its water
treatment costs, with a true-up to the annual invoice received from the IDEQ. Using the actual costs in the annual invoice, the Company
will then reassess its estimate for future periods. Given the nature, complexity and variability of the various actual cost items included
in the invoice, the Company has used the most recent invoice as its estimate of the water treatment costs for future periods.
Incremental Borrowing rate
The Company estimates the incremental borrowing
rate to determine the present value of future lease payments. Actual results may be different from estimates.
Borrowing Cost Capitalization rate
The Company makes estimates to determine the percentage
of borrowing costs that are capitalized into property plant and equipment. Actual results may be different.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures
about Market Risk
Not applicable.
Item 4. Controls and Procedures
Evaluation of 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.
34
As 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 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 June 30, 2025.
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.
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 June 30,
2025 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. Based on that
evaluation, the Company’s CEO and CFO have concluded that the internal control over financial reporting was effective as of June
30, 2025.
35
PART II – OTHER INFORMATION
Item 1. Legal Proceedings
Other than as described below, neither the Company
nor its property is the subject of any current, pending, or threatened legal proceedings. The Company is not aware of any other legal
proceedings in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class
of the Company’s voting securities, or any associate of any such director, officer, affiliate or security holder of the Company,
is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.
On July 28, 2021, a lawsuit was filed in the U.S. District Court for the District of Idaho brought by Crescent Mining,
LLC (“Crescent” or “Plaintiff”). The named defendants include Placer Mining, Robert Hopper Jr., and the Company.
The lawsuit alleges that Placer Mining and Robert Hopper Jr. intentionally flooded the Crescent Mine during the period from 1991 and 1994,
and that the Company is jointly and severally liable with the other defendants for unspecified past and future costs associated with the
presence of acid mine drainage in the Crescent Mine. The Plaintiff requested unspecified damages. On September 20, 2021, the Company filed
a motion to dismiss Crescent’s claims against it, contending that such claims are facially deficient. On March 2, 2022, the
court granted in part and denied in part the Company’s motion to dismiss. The court granted the Company’s motion to dismiss
in respect of Crescent’s cost recovery claim under CERCLA Section 107(a), and declaratory judgment, tortious interference, trespass,
nuisance and negligence claims. These claims were dismissed without prejudice. The court denied the motion to dismiss filed by Placer
Mining Corp. for Crescent’s trespass, nuisance and negligence claims. Crescent later filed an amended complaint on April 1, 2022.
Placer Mining Corp. and Bunker Hill Mining Corp are named as co-defendants. Bunker Hill responded to the amended filing, refuting and
denying all allegations made in the complaint except those that are assertions of fact as a matter of public record. The Company believes
Crescent’s lawsuit is without merit and is defending the claims on behalf of itself and Placer Mining Corp. pursuant to an indemnification
granted by Company of Placer Mining Corp. granted pursuant to the sale and purchase agreement executed between the companies for the Mine
on December 15, 2021. The lawsuit is currently in the discovery phase, in which information is gathered and exchanged.
Item 1A. Risk Factors
The
Company’s business, reputation, results of operations and financial condition, as well as the price of the Company’s common
stock, can be affected by a number of factors, whether currently known or unknown, including those described in Part I, Item 1A. “Risk
Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”). When any one
or more of these risks materialize from time to time, the Company’s business, reputation, results of operations and financial condition,
as well as the price of the Company’s common stock, can be materially and adversely affected. There have been no material changes
to the risk factors disclosed in our Form 10-K, except as noted below.
●
Access
to timely and sufficient capital. The ability to raise sufficient and timely capital on a tight schedule during 2025 and before existing
cash reserves are exhausted is at risk given the impact of commodity price volatility and market uncertainty related to ongoing Canada-USA
trade discussions. This risk is offset to a degree by the significant strengthening of the Company’s balance sheet following the
concurrent equity injection and debt restructuring and engagement with US EXIM Bank, but it is nonetheless the most material risk to
the Company and its business plan at this time.
●
Project
schedule and budget . The ability to maintain the project on schedule and budget is at risk primarily due to the uncertainty of financing,
but also due to general inflationary trends and supply chain pressures. This is offset to a degree by the fact that 98% of all procurement
has been concluded and the fact that the project is now 66% complete but still remains as a significant risk.
●
Hiring
and retaining key staff . The ability to recruit in a timely way and then retain key staff is negatively affected by the on-going
financing uncertainty and a competitive skilled labor market. This is offset to a degree by use of contractors but is nonetheless
a material risk that increases in direct proportion to the degree of financing uncertainty.
Item 2. Unregistered Sales of Equity Securities
and Use Of Proceeds
Not Applicable.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosure
Pursuant to Section 1503(a) of the recently enacted
Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), issuers that are operators, or that have
a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed
with the SEC information regarding specified health and safety violations, orders and citations, issued under the Federal Mine Safety
and Health Act of 1977 (the “Mine Act”) by the Mine Safety and Health Administration (the “MSHA”), as well as
related assessments and legal actions, and mining-related fatalities.
36
The following table provides information for the
three months ended June 30, 2025:
Mine
Mine Act §104 Violations (1)
Mine Act §104(b) Orders (2)
Mine Act §104(d) Citations and Orders (3)
Mine Act §110(b)(2) Violations (4)
Mine Act §107(a) Orders (5)
Proposed Assessments from MSHA (In dollars $)
Mining Related Fatalities
Mine Act §104(e) Notice (yes/no) (6)
Pending Legal Action before Federal Mine Safety and Health Review Commission (yes/no)
Bunker Hill Mine
1
0
0
0
0
$ 151.00
0
0
No
(1)
The total number of violations received from MSHA under §104 of the Mine Act, which includes citations for health or safety standards that could significantly and substantially contribute to a serious injury if left unabated.
(2)
The total number of orders issued by MSHA under §104(b) of the Mine Act, which represents a failure to abate a citation under §104(a) within the period of time prescribed by MSHA.
(3)
The total number of citations and orders issued by MSHA under §104(d) of the Mine Act for unwarrantable failure to comply with mandatory health or safety standards.
(4)
The total number of flagrant violations issued by MSHA under §110(b)(2) of the Mine Act.
(5)
The total number of orders issued by MSHA under §107(a) of the Mine Act for situations in which MSHA determined an imminent danger existed.
(6)
A written notice from the MSHA regarding a pattern of violations, or a potential to have such pattern under §104(e) of the Mine Act.
Item 5. Other Information
None .
Item 6. Exhibits
Exhibit No.
Document
3.1
Second Amended and Restated Articles of Incorporation of Bunker Hill Mining Corp., effective as of June 5, 2025 (incorporated by reference to Exhibit 3.1 to the Form S-1 filed on June 27, 2025)
10.1‡
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)
10.1.1
Amending Agreement, dated as of March 24, 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 31, 2025)
10.2‡
Form of Amended and Restated Demand Promissory Note, dated as of March 21, 2025, issued by Bunker Hill Mining Corp. to the order of Teck Resources Limited (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on May 27, 2025)
10.3††
Agency Agreement, dated as of June 5, 2025, by and between Bunker Hill Mining Corp., BMO Capital Markets, CIBC Capital Markets, Red Cloud Securities Inc., and National Bank Financial Inc. (incorporated by reference to Exhibit 10.29 to the Form S-1 filed on June 27, 2025)
10.4††
Form of Subscription Agreement, dated as of June 5, 2025, by and between Bunker Hill Mining Corp. and the investor party thereto (incorporated by reference to Exhibit 10.30 to the Form S-1 filed on June 27, 2025)
10.5††
Warrant Indenture, dated as of June 5, 2025, by and between Bunker Hill Mining Corp. and Computershare Trust Company of Canada, as warrant agent (incorporated by reference to Exhibit 10.31 to the Form S-1 filed on June 27, 2025)
10.6††
Investor Rights Agreement, dated as of June 5, 2025, by and between Bunker Hill Mining Corp. and Teck Resources Limited (incorporated by reference to Exhibit 10.32 to the Form S-1 filed on June 27, 2025)
10.7ࠠ
Recapitalization Agreement, dated as of June 5, 2025, among Bunker Hill Mining Corp., Silver Valley Metals Corp., certain affiliates of Sprott Streaming, Teck Resources Limited and Monetary Metals Bond III LLC (incorporated by reference to Exhibit 10.33 to the Form S-1 filed on June 27, 2025)
10.8††
Standby Prepayment Facility Agreement, dated as of June 5, 2025, by and between Bunker Hill Mining Corp., Silver Valley Metals Corp. and Teck Metals Ltd. (incorporated by reference to Exhibit 10.34 to the Form S-1 filed on June 27, 2025)
10.9††
Form of Amended and Restated Series 1 Secured Convertible Debenture, dated as of June 5, 2025, by and among Bunker Hill Mining Corp., Silver Valley Metals Corp. and the holder named therein (incorporated by reference to Exhibit 10.35 to the Form S-1 filed on June 27, 2025)
10.10††
Form of Amended and Restated Series 2 Secured Convertible Debenture, dated as of June 5, 2025, by and among Bunker Hill Mining Corp., Silver Valley Metals Corp. and the holder named therein (incorporated by reference to Exhibit 10.36 to the Form S-1 filed on June 27, 2025)
10.11††
Second Amendment to Royalty Agreement, dated as of June 5, 2025, by and among Bunker Hill Mining Corp., as parent and guarantor, Silver Valley Metals Corp., as grantor, and Sprott Private Resource Streaming and Royalty (US Collector), LP, as grantee and royalty holder (incorporated by reference to Exhibit 10.37 to the Form S-1 filed on June 27, 2025)
10.12††
Amended and Restated Loan Agreement, dated as of June 5, 2025, between Bunker Hill Mining Corp., Silver Valley Metals Corp., Sprott Private Resource Streaming and Royalty (US Collector), LP and Sprott Private Resource Streaming and Royalty Annex (US Collector), LP (incorporated by reference to Exhibit 10.38 to the Form S-1 filed on June 27, 2025)
10.13††
First Amendment to Royalty Agreement No. 2, dated as of June 5, 2025, by and among Bunker Hill Mining Corp., as parent and guarantor, Silver Valley Metals Corp., as grantor, and Sprott Private Resource Streaming and Royalty (US Collector), LP, as grantee and royalty holder (incorporated by reference to Exhibit 10.39 to the Form S-1 filed on June 27, 2025)
37
10.14††
Exchange Agreement, dated as of June 5, 2025, among Bunker Hill Mining Corp., Silver Valley Metals Corp., Sprott Private Resource Streaming and Royalty (US Collector), LP and Sprott Private Resource Streaming and Royalty Annex (US Collector), LP (incorporated by reference to Exhibit 10.40 to the Form S-1 filed on June 27, 2025)
10.15††
Form of Series 3 Secured Convertible Debenture, dated as of June 5, 2025, by and among Bunker Hill Mining Corp., Silver Valley Metals Corp. and the holder named therein (incorporated by reference to Exhibit 10.41 to the Form S-1 filed on June 27, 2025)
10.16††
Royalty Agreement No. 3, dated as of June 5, 2025, by and among Bunker Hill Mining Corp., as guarantor, Silver Valley Metals Corp., as grantor, and Sprott Private Resource Streaming and Royalty (US Collector), LP, as agent, grantee, and royalty holder (incorporated by reference to Exhibit 10.42 to the Form S-1 filed on June 27, 2025)
10.17††
Debt Settlement Agreement, dated as of June 5, 2025, by and among between Bunker Hill Mining Corp., Silver Valley Metals Corp., Sprott Private Resource Streaming and Royalty (US Collector), LP and Sprott Private Resource Streaming and Royalty Annex (US Collector), LP (incorporated by reference to Exhibit 10.43 to the Form S-1 filed on June 27, 2025)
10.18††
Debt Settlement Agreement, dated as of June 5, 2025, by and among between Bunker Hill Mining Corp., Silver Valley Metals Corp., Sprott Private Resource Streaming and Royalty (US), LP, Sprott Private Resource Streaming and Royalty (International), LP and Sprott Private Resource Streaming and Royalty (Canada), LP (incorporated by reference to Exhibit 10.44 to the Form S-1 filed on June 27, 2025)
10.19
First Amendment to Secured Promissory Note Purchase Agreement, dated as of November 11, 2024, by and among Bunker Hill Mining Corp., Silver Valley Metals Corp., and Monetary Metals Bond III LLC (incorporated by reference to Exhibit 10.45 to the Form S-1 filed on June 27, 2025)
10.20‡
Second Amendment to Secured Promissory Note Purchase Agreement, dated as of June 5, 2025, by and among Bunker Hill Mining Corp., Silver Valley Metals Corp., and Monetary Metals Bond III LLC (incorporated by reference to Exhibit 10.46 to the Form S-1 filed on June 27, 2025)
10.21††
First Amendment to Secured Promissory Note, dated as of June 5, 2025, by and among Bunker Hill Mining Corp., Silver Valley Metals Corp., Monetary Metals Bond III LLC and Monetary Metals & Co. (incorporated by reference to Exhibit 10.47 to the Form S-1 filed on June 27, 2025)
10.22††
Amended and Restated Intercreditor and Subordination Agreement, dated as of June 5, 2025, among Bunker Hill Mining Corp., Silver Valley Metals Corp., Sprott Private Resource Streaming and Royalty (US Collector), LP, Sprott Private Resource Streaming and Royalty (Collector), LP, Monetary Metals Bond III LLC, Teck Metals Ltd., Minewater Finance LLC, Minewater LLC and MW HH LLC (incorporated by reference to Exhibit 10.48 to the Form S-1 filed on June 27, 2025)
10.23††
Investor Rights Agreement, dated as of June 5, 2025, by and between Bunker Hill Mining Corp. and Sprott Private Resource Streaming and Royalty (US Collector), LP (incorporated by reference to Exhibit 10.49 to the Form S-1 filed on June 27, 2025)
31.1
Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Exchange Act
31.2
Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Exchange Act
32.1
Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2
Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
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)
‡
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.
††
Portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K. The omitted information
is not material, and the registrant treats such information as private and confidential. The registrant hereby agrees to furnish supplementally
an unredacted copy of this exhibit to the Securities and Exchange Commission upon request.
38
SIGNATURES
In accordance with Section 12 of the Securities
Exchange Act of 1934, the Registrant has caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: July 31, 2025
BUNKER HILL MINING CORP.
By
/s/ Sam Ash
Sam Ash, Chief Executive Officer and President
In accordance with Section 12 of the Securities
Exchange Act of 1934, the Registrant has caused Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: July 31, 2025
BUNKER HILL MINING CORP.
By
/s/ Gerbrand van Heerden
Gerbrand van Heerden, Chief Financial Officer and Corporate Secretary
39
Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.