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Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

BUNKER HILL MINING CORP.

(Exact name of registrant as specified in its charter)

nevada

(State or other jurisdiction of incorporation or organization)

1041

32-0196442

(Primary Standard Industrial

Classification Code Number)

(I.R.S. Employer

Identification Number)

1009 McKinley Ave

Kellogg, Idaho 83837

Tel: (604)-417-7952

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Luke O’Dowd, Esq.

c/o Lyons O’Dowd, PLLC

703 East Lakeside Avenue

Coeur d’Alene, ID 83814

Tel: (208) 714-0487

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies of Communications to:

Brian Boonstra, Esq.

Edward Shaoul, Esq.

Davis Graham & Stubbs LLP

3400 Walnut Street, Suite 700

Denver, CO 80205

Tel: (303) 892-9400

Email: brian.boonstra@davisgraham.com

edward.shaoul@davisgraham.com

Approximate date of commencement of proposed sale of the securities to the public: From time to time commencing as soon as possible after the registration statement becomes effective.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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 ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

The information in this prospectus is not complete and may be changed. The selling shareholders named herein may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities, and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion, Dated March 11, 2026

PRELIMINARY PROSPECTUS

PROSPECTUS

BUNKER HILL MINING CORP.

4,563,874 Shares of Common Stock

2,540,219 Shares of Common Stock Issuable upon Exercise of Warrants or Options

This prospectus relates to the resale of shares of common stock of Bunker Hill Mining Corp. (“we,” “our,” “us,” or the “Company”) and shares of our common stock issuable upon exercise of common stock purchase warrants held by the selling security holders named herein under “Selling Shareholders and Certain Beneficial Owners.” We will not receive any proceeds from the resale of our common stock, although we may receive proceeds from the exercise of the warrants. The selling shareholders may offer all or part of the shares of common stock for resale from time to time through public or private transactions, at either prevailing market prices or at privately negotiated prices. The Company is paying for all registration, listing and qualification fees, printing fees and legal fees.

Our common stock is quoted on the OTCQB under the ticker symbol “BHLL” (although the ticker symbol is temporarily “BHLLD” following the completion of the one-for-thirty-five reverse stock split of our capital stock on March 6, 2026). On March 10, 2026, the closing price of our common stock was US$5.06 per share.

We are a “smaller reporting company” as defined under the federal securities laws and, as such, may elect to comply with certain reduced public company reporting requirements. The purchase of the securities offered through this prospectus involves a high degree of risk. See section entitled “Risk Factors” starting on page 17.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION (“SEC”) NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Dated , 2026

TABLE OF CONTENTS

	Page
PROSPECTUS SUMMARY	2
SUMMARY OF THE OFFERING	16
RISK FACTORS	17
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS	28
USE OF PROCEEDS	28
DESCRIPTION OF THE COMPANY’S BUSINESS	29
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	39
EXECUTIVE COMPENSATION	47
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	50
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	52
DESCRIPTION OF SECURITIES TO BE REGISTERED	52
PRINCIPAL ACCOUNTING FEES AND SERVICES	54
SELLING SHAREHOLDERS AND CERTAIN BENEFICIAL OWNERS	55
PLAN OF DISTRIBUTION	57
LEGAL PROCEEDINGS	59
INTERESTS OF NAMED EXPERTS AND COUNSEL	59
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES	60
WHERE YOU CAN FIND ADDITIONAL INFORMATION	61
FINANCIAL STATEMENTS	F-1

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we have filed with the Securities and Exchange Commission (the “SEC”) pursuant to which the selling shareholders named herein may, from time to time, offer and sell or otherwise dispose of the shares of our common stock covered by this prospectus. You should not assume that the information contained in this prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus or that any information we have incorporated by reference is correct on any date subsequent to the date of the document incorporated by reference, even though this prospectus is delivered or shares of common stock are sold or otherwise disposed of on a later date. It is important for you to read and consider all information contained in this prospectus in making your investment decision. You should also read and consider the information in the documents to which we have referred you under “Where You Can Find Additional Information.”

We have not authorized anyone to give any information or to make any representation to you other than those contained in this prospectus. You must not rely upon any information or representation not contained in this prospectus. This prospectus does not constitute an offer to sell or the solicitation of an offer to buy any of our common stock other than the shares of our common stock covered hereby, nor does this prospectus constitute an offer to sell or the solicitation of an offer to buy any securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about, and to observe, any restrictions as to the offering and the distribution of this prospectus applicable to those jurisdictions.

PROSPECTUS SUMMARY

This summary description about us and our business highlights selected information contained elsewhere in this prospectus. To understand this offering fully, you should read carefully the entire prospectus, including “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Unless the context indicates or suggests otherwise, references to “we,” “our,” “us,” the “Company,” or the “Registrant” refer to Bunker Hill Mining Corp., a Nevada corporation, and its subsidiaries. References to “$” refer to monetary amounts expressed in U.S. dollars. All references to “C$” refer to monetary amounts expressed in Canadian dollars.

Our Business

Bunker Hill Mining Corp. was incorporated under the laws of Nevada in 2007 under its former name Lincoln Mining Corp. We have one wholly owned subsidiary, Silver Valley Metals Corp. Our business address is 1009 McKinley Ave, Kellogg, ID 83837, USA. The telephone number for our office is +1 604 417 7952. We maintain a corporate website at https://bunkerhillmining.com.

Overview

Our focus is the development and restart of our 100% owned flagship asset, the Bunker Hill Mine (the “Bunker Hill Mine” or the “Mine”) in Idaho, USA. The Mine remains the largest single producing mine by tonnage in the Silver Valley region of northwest Idaho, historically producing over 165 million ounces of silver and 5 million tons of base metals between 1885 and 1981. The Bunker Hill Mine is located within Operable Unit 2 of the Bunker Hill Superfund site (EPA National Priorities Listing IDD048340921), where cleanup activities have been completed.

We were incorporated for the purpose of mineral exploration at the Bunker Hill Mine. We have moved into the development stage concurrent with (i) purchasing the mine and a process plant, (ii) completing successive technical and economic studies, including a Prefeasibility Study, (iii) delineating mineral reserves, and (iv) advancing the construction of the facilities. Subject to securing additional financing discussed in Item 7, “Subsequent Events” operations are planned to commence in mid-2026.

2026 Developments

LIFE OFFERING

Subscriber Forms and Warrant Indenture

On March 5, 2026, we closed a LIFE offering (the “LIFE Offering”) of 4,563,857 of our units (the “LIFE Units”) (which includes the full exercise of the agents’ over-allotment option) by way of (i) a “best efforts” private placement (the “March 2026 Brokered Offering”) in each of the provinces and territories of Canada (other than Quebec), the United States and jurisdictions outside of Canada and the United States pursuant to an agency agreement among us, Haywood Securities Inc. (“Haywood”), as lead agent and bookrunner, and a syndicate of agents and (ii) a non-brokered private placement (the “Non-Brokered Offering”) to purchasers in Canada (excluding Quebec), the United States and jurisdictions outside of Canada and the United States.

We issued the LIFE Units at a price per LIFE Unit of C$6.30 (the “March 2026 Offer Price”) for gross proceeds of approximately C$33,752,300 (which includes the full exercise of the agents’ over-allotment option and the proceeds received pursuant to the March 2026 Warrant Exercise (as defined below)). Each LIFE Unit is comprised of one share of our common stock (a “March 2026 Unit Share”) and one-half of one common stock purchase warrant (a “March 2026 Warrant”). Each whole March 2026 Warrant entitles the holder to purchase one share of our common stock (a “March 2026 Warrant Share”) at a price of C$10.50 per March 2026 Warrant Share at any time on or before March 5, 2029.

On March 5, 2026, we entered into a series of substantially similar subscriber forms (collectively, the “March 2026 Subscriber Forms”) pursuant to which such investors acquired LIFE Units at the March 2026 Offer Price. In connection with the LIFE Offering, Ocean Partners Holdings Limited (“OP”) agreed to exercise a minimum of 840,336, common share purchase warrants previously issued to and held by OP, at an exercise price of C$5.95 (the “March 2026 Warrant Exercise”).

In connection with the issuance of the March 2026 Warrants, on March 5, 2026, we entered into a warrant indenture (the “March 2026 Warrant Indenture”) with Computershare Trust Company of Canada, as warrant agent, to govern the issuance and management of the March 2026 Warrants.

Agency Agreement

On March 5, 2026, we and Haywood, on its own behalf and on behalf of Roth Canada, Inc., BMO Capital Markets, and Canaccord Genuity Corp. (collectively, the “March 2026 Agents”), entered into an agency agreement (the “March 2026 Agency Agreement”), pursuant to which the March 2026 Agents conducted the LIFE Offering.

Pursuant to the March 2026 Agency Agreement, we paid to the March 2026 Agents aggregate cash fees of approximately C$1,627,110 and issued to the March 2026 Agents an aggregate of 257,816 non-transferable compensation options (the “March 2026 Compensation Options”), representing (i) 6.0% of the gross proceeds from the March 2026 Brokered Offering, other than the gross proceeds raised from certain sales pursuant to a president’s list (the “March 2026 President’s List Sales”); and (ii) 3.0% of the gross proceeds raised from the March 2026 President’s List Sales (in each case, less any amount of cash fees and March 2026 Compensation Options issued to ZED Financial Partners (“ZED”)). Each March 2026 Compensation Option is exercisable to acquire one share of our common stock (a “March 2026 Compensation Option Share”) at the March 2026 Offer Price at any time on or before March 5, 2028. No commission was paid on the March 2026 Non-Brokered Offering.

The March 2026 Agency Agreement contains customary representations, warranties and covenants of the parties. Pursuant to the March 2026 Agency Agreement, we have agreed to certain restrictions on offering our securities until July 3, 2026, and to prepare and file with the U.S. Securities and Exchange Commission by March 12, 2026, a registration statement covering the resale of all March 2026 Unit Shares, March 2026 Warrant Shares, and March 2026 Compensation Option Shares. In addition, we have agreed to indemnify the March 2026 Agents against certain liabilities, including in respect of claims arising out of the March 2026 Agency Agreement, or to contribute to payments the March 2026 Agents may be required to make due to any such liabilities.

We paid ZED a cash fee of C$47,820 of the gross proceeds of the March 2026 Brokered Offering from subscribers introduced to us by ZED (the “March 2026 Introduced Subscribers”), and issued to certain principals of ZED an aggregate of 455 March 2026 Compensation Options, representing 3.0% of the LIFE Units sold in the March 2026 Brokered Offering to the March 2026 Introduced Subscribers.

The representations, warranties and covenants contained in the March 2026 Subscriber Forms, the March 2026 Warrant Indenture, and the March 2026 Agency Agreement were made solely for purposes of such agreements and indenture and as of a specific date, were solely for the benefit of the parties to such agreements and indenture and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of us.

Reverse Stock Split

Effective as of March 6, 2026, we filed a Certificate of Change (the “Certificate of Change”) to our Second Amended and Restated Articles of Incorporation (the “Articles”) adopted by our board of directors and filed with the Secretary of State of the State of Nevada on March 6, 2026, to effect a reverse stock split of our common stock, par value US$0.000001 per share, and preferred stock, par value US$0.000001 per share (collectively, the “Capital Stock”), at a ratio of one-for-thirty-five (the “Reverse Stock Split”). The Reverse Stock Split became effective at 12:01 a.m. Pacific Time on March 6, 2026. We obtained written consents of stockholders of the Company holding a majority of the voting shares of the Company to approve the Certificate of Change and the Reverse Stock Split contemplated thereby.

The resulting authorized Capital Stock after giving effect to the Reverse Stock Split is 100,285,715 authorized shares, with 100,000,000 shares designated as common stock and 285,715 shares designated as Preferred Stock. No fractional shares were issued in connection with the Reverse Stock Split, and any fractional shares that resulted from the Reverse Stock Split were rounded up to the nearest whole share. The new CUSIP number for the common stock is 120613823.

CFO Transition

On March 9, 2026, Gerbrand van Heerden resigned as the Chief Financial Officer and Corporate Secretary of the Company, effective as of March 10, 2026. On March 9, 2026, the Company appointed Bradley Barnett as the interim Chief Financial Officer and Corporate Secretary of the Company, effective as of March 10, 2026.

2025 Developments

During 2025, we completed a major restructuring of our balance sheet, including the conversion of certain outstanding debt into equity, and the modification of certain existing royalty and stream financing arrangements with Sprott Streaming and Royalty Corp. (together with its affiliates, “Sprott Streaming”) and also the issuance of 19,527,594 common shares in two private placements for net proceeds of $61,803,983 (the “2025 Private Placements”). The 2025 Private Placements proceeds included the net proceeds from the settlement of certain amounts owing to creditors, insiders and contractors through the issuance of common shares. Teck Resources Limited (together with its affiliates, “Teck”) participated in the 2025 Private Placements and, as a result, became a related party alongside Sprott Streaming, holding more than 10% of our common stock. Concurrent with the balance sheet restructuring in 2025, we focused on the execution of our mine restart plan, prioritizing safety, environmental stewardship, infrastructure readiness, technical de-risking, and organizational development. Key milestones met during 2025 included:

Safety Leadership, Environmental Management and Community Engagement

	●	Closed 2025 with zero Lost Time Injuries (LTIs), marking the third consecutive year without an LTI.
	●	Continued 100% compliance with all environmental permits, a critical standard in all jurisdictions and particularly imperative within a U.S. Superfund site.
	●	Secured necessary permits from state and federal regulators for operations to restart.
	●	Welcomed local stakeholders and investors to the site through community days and on-site tours, reinforcing transparency, engagement, and confidence in the Company’s development strategy.

Geology, Engineering, and Mine Planning - Optimizing the restart plan, increasing the silver content

	●	Collaborated with VRIFY AI-Assisted Mineral Discovery Platform to target higher-grade silver mineralization. The collaboration leverages AI-driven integration of extensive historical and modern datasets to refine geological models, identify structural and grade controls, and prioritize drill targets with potential to add higher-grade silver ounces near existing infrastructure.
	●	Updated Mine plan to prioritize improved operating margins by targeting higher silver extraction rates.
	●	Completed metallurgical test work focused on ensuring marketable concentrate grades while maximizing payable recoveries of silver, lead, and zinc. Overall recoveries estimate confirmed at 89% for silver, 87% for lead, and 92% for zinc.
	●	Accelerated Bunker Hill Mine’s Operational Readiness program with multiple critical workstreams advancing in parallel to support a disciplined transition into operations. The program is focused on strengthening organizational capability, finalizing operating and maintenance systems, and embedding safety and reliability ahead of start-up, with the objective of reducing execution risk and positioning the operation for a stable and efficient ramp-up.

Underground Mine – Preparation for Mining

	●	Continued underground rehabilitation and access development, ensuring connectivity between Russell Portal, mining areas and historic workings.
	●	Completed significant advancements in ventilation, ground support, communications, and water management systems have been achieved, including ramp access to the Russell Portal at the 8-3 level, ensuring access to the first three years of ore.
	●	Continued ongoing refurbishment and readiness work at the surface infrastructure at Wardner in preparation for commissioning activities.
	●	Accelerated of ramp development to 9-Level to access additional silver exploration opportunities
	●	Executed a lease-to-own contract with Caterpillar to upgrade the underground mining equipment fleet.

Surface Facilities – Final construction and start of commissioning

	●	Advanced the processing plant construction and commissioning to 88% completion at year end 2025, with phased commissioning starting in January 2026: on track to support an expected mine restart in H1\|26.
	●	Advanced Tailings Filter Press construction and commissioning to 56% complete at year end 2025, and on track to support a planned mine restart in H1\|26. Superstructure in place, ready to have Metso install the Filter Press in the first quarter of 2026.

Debt Facility

On January 17, 2025, we drew $5,000,000 on the Sprott Streaming debt facility. As consideration for Sprott Streaming advancing the facility, we 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 our 2021 ground geophysical survey. A 0.35% rate will apply to claims outside of these areas.

On January 31, 2025, we drew $6,000,000 on the Sprott Streaming debt facility.

June 2025 Equity Raise and Debt Restructuring

On June 5, 2025, we completed the first of the 2025 private placements with a brokered private placement (the “June 2025 Brokered Offering”) for aggregate cash consideration of approximately $6,200,000, which included participation by Sprott Streaming, and concurrent non-brokered private placement (the “June 2025 Non-Brokered Offering” and together with the June 2025 Brokered Offering, collectively, the “June 2025 Equity Offerings”) with Teck for approximately $20,500,000. As part of the June 2025 Equity Offerings, we issued an aggregate of our 7,206,165 units (“June 2025 Units”) at a price of C$5.25 (or the U.S. Dollar equivalent thereof) per Unit (the “June 2025 Offering Price”). Each June 2025 Unit issued under the June 2025 Equity Offerings consisted of one share of our common stock and one-half of one share of common stock purchase warrant (a “June 2025 Warrant”). Each whole June 2025 Warrant will be exercisable to acquire one additional share of our common stock (a “June 2025 Warrant Share”) at a price of C$8.75 per June 2025 Warrant Share for a period of three years following the date of issuance, subject to customary adjustments.

In the June 2025 Brokered Offering, 1,626,318 June 2025 Units were sold at the June 2025 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 “June 2025 Agents”), of which Sprott Streaming acquired 285,715 June 2025 Units (the “June 2025 Sprott Subscription”). In the June 2025 Non-Brokered Offering, Teck acquired 5,579,848 June 2025 Units (the “June 2025 Teck Units”) at the June 2025 Offering Price. The net proceeds of the June 2025 Equity Offerings have been and will primarily be used to support the construction, start-up and ramp-up of the Bunker Hill Mine.

The 2025 private placements, 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.

June 2025 Brokered Offering

On June 5, 2025, in connection with the June 2025 Brokered Offering, we and the June 2025 Agents entered into an agency agreement (the “June 2025 Agency Agreement”), pursuant to which the June 2025 Agents conducted a “best efforts” marketed private placement of June 2025 Units at the June 2025 Offering Price for aggregate cash consideration of approximately $6,200,000. Pursuant to the June 2025 Agency Agreement, the June 2025 Agents received cash commissions of C$461,061.

On June 5, 2025, pursuant to the June 2025 Agency Agreement, we entered into subscription agreements (collectively, the “June 2025 Brokered Subscription Agreements”) with certain investors, pursuant to which such investors acquired June 2025 Units at the June 2025 Offering Price. The June 2025 Brokered Subscription Agreements contain customary representations and warranties by us and the investors. The representations, warranties and covenants contained in the June 2025 Brokered Subscription Agreements were made solely for purposes of such agreements and as of a specific date, were solely for the benefit of the parties to such agreements and may be subject to standards of materiality applicable to the contracting parties that differ from those applicable to security holders. Security holders should not rely on the representations, warranties, and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of us.

In connection with the issuance of the June 2025 Warrants, on June 5, 2025, we entered a warrant indenture (the “June 2025 Warrant Indenture”) with Computershare Trust Company of Canada, as warrant agent, to govern the issuance and management of the June 2025 Warrants.

June 2025 Non-Brokered Offering

On March 5, 2025, under the June 2025 Non-Brokered Offering, we entered into a subscription agreement, as amended by an amending agreement, dated March 24, 2025 with Teck, pursuant to which Teck (i) contributed $2.00 for every $1.00 raised in the June 2025 Brokered Offering and pursuant to the June 2025 Debt Settlements and June 2025 Equity Payment Agreement (each as defined herein and further described below) and (ii) acquired the June 2025 Teck Units at the June 2025 Offering Price, for aggregate consideration of approximately $20,500,000.

Immediately prior to the closing of the June 2025 Non-Brokered Offering, Teck beneficially owned, directly or indirectly, or exercised control or direction over, 679,564 shares of our common stock and warrants to purchase an additional 84,326 shares of our common stock, representing approximately 6.6% of the issued and outstanding shares of our common stock on a non-diluted basis and approximately 7.4% on a partially diluted basis. Upon closing of the June 2025 Non-Brokered Offering, Teck now beneficially owns, directly or indirectly, or exercises control or direction over 6,259,411 shares of our common stock and warrants to purchase an additional 2,874,250 shares of our common stock, representing approximately 23.9% of the issued and outstanding shares of our common stock (on a non-diluted basis and, assuming the exercise of all warrants now held by Teck, approximately 31.4% on a partially diluted basis) and is considered a “Control Person” of us (as such term is defined in the policies of the TSX-V). We obtained written consents of our disinterested stockholders holding a majority of our voting shares (collectively, the “Stockholder Consent”) for, among other things, the June 2025 Non-Brokered Offering, including the creation of Teck as a Control Person of us, in satisfaction of the applicable shareholder approval requirements of the TSX-V.

Investor Rights Agreement

On June 5, 2025, in connection with the June 2025 Non-Brokered Offering, we entered into a customary investor rights agreement (the “Teck IRA”) with Teck pursuant to which, among other things, for as long as Teck holds 10% or more of the issued and outstanding shares of our common stock (on a fully diluted basis), Teck will have certain pre-emptive and information rights, including the right to appoint one nominee to the our Board of Directors (the “Board”). In addition, in accordance with the terms of the Teck IRA, we will not be permitted to incur any additional indebtedness or grant any additional liens (other than certain permitted indebtedness and liens) nor grant any additional royalties, enter into any streaming arrangements or conduct any non-equity financings without the prior written consent of Teck.

Capital Restructuring Transactions

Concurrently with the closing of the June 2025 Equity Offerings, we closed capital restructuring transactions, including the conversion into equity of certain outstanding debt, and the modification of certain existing royalty and stream financing arrangements with Sprott Streaming, as set forth in the recapitalization agreement, dated as of June 5, 2025, by and among us, our wholly-owned subsidiary Silver Valley Metals Corp. (formerly American Zinc Corp.) (“Silver Valley”), Sprott Streaming, Teck, and Monetary Metals (the “Recapitalization Agreement”) and as further discussed below.

All securities issued pursuant to restructuring transactions described below (i) are subject to a four months plus one day holding period in accordance with applicable Canadian securities laws and, if applicable, the policies of 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.

Standby Facility

On June 5, 2025, we and Teck agreed that the uncommitted revolving standby prepayment facility of up to $10,000,000 (the “SP 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 SP Facility will be available to us until the earlier of (i) June 30, 2028, and (ii) the date on which the Bunker Hill Mine hits 90% of name plate capacity or on the date on which we are cash flow positive for a quarter, unless terminated earlier by Teck. The SP Facility is secured by a security interest over all our assets, properties and undertakings and Silver Valley in form and scope similar to the security held by Sprott Streaming, with certain security held on a first priority basis. No bonus securities of ours were issued to Teck in connection with the SP Facility, nor is the SP Facility convertible into our securities.

Offtake Amendments

We have agreed to amend certain zinc and lead offtake agreements previously entered into with respect to the Bunker Hill Mine (the “Zinc and Lead Offtake Agreements”). On June 5, 2025, in connection with the June 2025 Non-Brokered Offering, we and Teck amended the existing zinc offtake agreement (with an effective date of November 10, 2023) (the “Zinc Offtake Amendment”) and the lead concentrate offtake agreement (with an effective date of November 20, 2023) (the “Lead Offtake Amendment”), in each case between Teck and Silver Valley, pursuant to which, among other amendments, the offtake under each respective agreement will apply to life-of-mine production rather than the current five-year term.

Amendment of Existing Convertible Debentures

We completed an amendment of the Series 1 CDs and Series 2 CDs (each as defined below), as further described below:

	(a)	On June 5, 2025, we and Sprott Streaming entered into the amended and restated series 1 secured convertible debentures (the “Series 1 CDs”), which amended and restated the Series 1 convertible debentures previously issued to Sprott Streaming and certain creditors, maturing on March 31, 2028, pursuant to which, among other things, (i) the rate of interest of the Series 1 convertible debentures has been reduced from 7.5% to 5.0% per annum, (ii) the current conversion price, being the U.S. dollar equivalent of C$10.50 per shares of our common stock, has been reduced to equal the June 2025 Offering Price, and (iii) certain prepayment and conversion terms were amended.

	(b)	On June 5, 2025, we and Sprott Streaming entered into the amended and restated series 2 secured convertible debentures (the “Series 2 CDs”), which amended and restated the Series 2 convertible debentures previously issued to Sprott and certain creditors, maturing on March 31, 2029, pursuant to which, among other things, (i) the rate of interest of the Series 2 CDs have been reduced from 10.5% to 5.0% per annum, (ii) the current conversion price, being the U.S. dollar equivalent of C$10.5 per share of our common stock, have reduced to equal the Offering Price, and (iii) certain prepayment and conversion terms were amended.

Amendments of Existing Royalty

On June 5, 2025, in addition to the amendment of the Second Royalty (as defined below), we amended certain existing royalty interests (collectively, the “First Royalty”) previously granted to Sprott Streaming, which applies to certain primary, residual and other claims comprising the Bunker Hill Mine. As a result of such amendment, the First Royalty has been consolidated into one 1.85% life-of-mine gross revenue royalty applying to both primary and secondary claims comprising the Bunker Hill Mine.

Amendment to the Debt Facility

On June 5, 2025, in connection with the capital restructuring transactions (the “Capital Restructuring Transactions” and, together with the June 2025 Equity Offerings, the “June 2025 Transactions”), we and Sprott Streaming amended and restated the senior secured loan agreement in the aggregate principal amount of $21,000,000 (the “Debt Facility”) to (i) reduce the outstanding principal amount under the Debt Facility from $21,000,000 to $15,000,000, (ii) increase the secondary claims percentage under the additional royalty (the “Second Royalty”), which amendment is also reflected in an amending agreement to the Second Royalty, and (iii) cancel the royalty buyback option granted to us thereunder, which amendment is also reflected in the amending agreement to the Second Royalty. In addition, the Debt Facility was amended to include an option, at our election, to settle any accrued and unpaid interest through the issuance of shares of our common stock, subject to the prior approval of the TSX-V.

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) 5,714,286 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.

Sprott 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 1,819,728 shares of our common stock were issued to Sprott at the June 2025 Offering Price in full satisfaction of (i) $487,500 of unpaid interest under the secured convertible debentures held by Sprott, and (ii) $6,200,000, consisting of the principal amount of $6,000,000 previously advanced to us under the Debt Facility, together with an aggregate of $200,000 of interest accrued thereon.

Amendments to the Monetary Metals Silver Loan

On June 5, 2025, in connection with the Transactions, we and Silver Valley entered into (i) an amendment to the secured promissory note purchase agreement dated August 8, 2024, as previously amended by a first amendment to secured promissory note purchase agreement dated November 11, 2024 (the “MM NPA”), and (ii) an amendment to the secured promissory note dated August 8, 2024 (the “MM Note”), each with Monetary Metals Bond III LLC (“Monetary Metals”) to, amongst other things, (A) reduce the rate at which advances under the MM NPA bear interest from 15% to 13.5% per annum, (B) clarify the calculation of the cash flow sweep, (C) extend the availability date for advances thereunder from January 31, 2025 to June 30, 2025, and (D) in connection with any further advances, provide for the issuance of bonus warrants in such number and on such terms as to be agreed upon between the parties before issuance and subject to prior approval of the TSX-V. In any event, the number of bonus warrants issued or issuable to Monetary Metals will not exceed, in the aggregate, the maximum of 85,715 allowable under the MM NPA. The MM NPA and the MM Note are secured by security interests over all our and Silver Valley’s assets, properties and undertakings, in form and scope similar to the security held by Sprott Streaming and the security held by Teck.

Amendments to Existing Security and Intercreditor Arrangements

Pursuant to existing security arrangements, we have granted security interests to Sprott Streaming, Monetary Metals, and MineWater LLC (“MineWater,” and together with Sprott and Monetary Metals, the “Original Intercreditor Parties”) over all our and Silver Valley’s the assets, properties and undertakings. On June 5, 2025, in connection with the existing security and intercreditor arrangements among the Original Intercreditor Parties and us, the parties amended and restated such arrangements to, among other things, (i) reflect the termination of the Metals Purchase Agreement and other applicable Capital Restructuring Transactions; (ii) defer certain royalty payments and restrict early principal prepayments on certain outstanding debt obligations of ours for so long as amounts are outstanding under the SP Facility, as described above; (iii) allow for the first priority security in favor of Teck over certain inventory and accounts receivable in connection with the SP Facility; and (iv) account for Teck under such arrangements (collectively, the “A&R Intercreditor and Subordination Agreement”).

Sprott Investor Rights Agreement

On June 5, 2025, we entered into a customary investor rights agreement (the “Sprott IRA”) with Sprott Streaming pursuant to which, among other things, Sprott Streaming has the right to appoint one nominee (or an observer) to the Board, subject to certain customary exceptions.

In connection with the transactions described herein (including the Sprott Subscription), Sprott was issued an aggregate of 742,294 shares of our common stock, 142,858 June 2025 Warrants and convertible debentures of which the principal amount is convertible into up to 1,094,858 shares of our common stock. As a result, Sprott Streaming now owns or exercises control over approximately 29.6% of the issued and outstanding shares of our common stock (or, assuming the exercise of all warrants and the conversion of the full principal amount of the convertible debentures now held by Sprott Streaming, approximately 39.1% on a partially diluted basis) and is considered a “Control Person” of us. We obtained the Stockholder Consent for, among other things, the restructuring transactions with Sprott Streaming and the Sprott Subscription, including the creation of Sprott Streaming as a Control Person of us, in satisfaction of the applicable shareholder approval requirements of the TSX-V.

Given that Sprott is a “Non-Arm’s Length Party” (as such term is defined in the policies of the TSX-V), the amendment and restatement of the Debt Facility and the granting of the Second Royalty each constituted a “Reviewable Disposition” under TSX-V Policy 5.3 – Acquisitions and Dispositions of Non-Cash Assets and were therefore subject to the TSX-V requirement to provide evidence of value. We satisfied this requirement by way of the Stockholder Consent.

Additional Debt Settlements

We and Silver Valley have 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 ours or Silver Valley through the issuance of equity securities at the June 2025 Offering Price. On June 5, 2025, concurrently with the closing of the June 2025 Equity Offerings, we entered into debt settlement agreements (collectively, the “Debt Settlement Agreements”) with such creditors, contractors, and directors (collectively, the “Debt Settlements”) in order to preserve cash for the potential restart and ongoing development of the Bunker Hill Mine.

In connection with the Debt Settlements, we issued:

	(a)	21,769 June 2025 Units to MineWater, as further described herein;

	(b)	7,354 shares of our common stock to four of our directors (the “June 2025 Participating Directors”) for their services for the period beginning on March 1, 2025, and ending on April 30, 2025 (collectively, the “Director Services”) in lieu of the director cash compensation. Given that the amounts owed for the Director Services exceed the limits under the TSX-V policies in respect of debt settlements to non-arm’s length parties (being a maximum of C$5,000 per person and, in the aggregate, C$10,000 per issuer), we obtained shareholder approval under the Stockholder Consent for the issuance of shares of our common stock to the June 2025 Participating Directors prior to issuance; and

	(c)	865,777 June 2025 Units to certain other arm’s length creditors or contractors to settle certain other outstanding receivables and other amounts owing in the aggregate amount of approximately $3,072,254.

Each June 2025 Unit issued pursuant to the Debt Settlements consisted of one share of our common stock and one-half of June 2025 Warrant, with each whole June 2025 Warrant exercisable for one additional June 2025 Warrant Share at an exercise price of C$8.75 per June 2025 Warrant Share for a period of three years following the date of issuance. The June 2025 Participating Directors, each being a Non-Arm’s Length Party (as such term is defined in the policies of the TSX-V), received shares of our common stock (but no warrants) in lieu of June 2025 Units. We satisfied the stockholder approval requirements of the TSX-V applicable to the issuance of the shares of our common stock to the June 2025 Participating Directors, as Non-Arm’s Length Parties, by way of the Stockholder Consent.

Equity Payment for Land Purchase Option Agreement

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. We 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, we, Silver Valley and C&E entered into an equity payment agreement (the “Equity Payment Agreement”), pursuant to which we issued 136,055 June 2025 Units to C&E at a deemed price equal to the June 2025 Offering Price to satisfy $500,000 of the purchase price payable under the Option Agreement. Each June 2025 Unit issued pursuant to the Equity Payment Agreement consists of one share of our common stock and one-half of one June 2025 Warrant, with each whole June 2025 Warrant exercisable for one additional June 2025 Warrant Share at an exercise price of C$8.75 per June 2025 Warrant Share for a period of three years following the date of issuance, being June 5, 2028.

Amended and Restated Articles of Incorporation

On June 5, 2025, in connection with the June 2025 Equity Offerings and debt restructuring, we amended and restated the Articles to, among other things, increase the total number of shares of Capital Stock that we are authorized to issue from 43,142,858 shares to 71,714,286 shares and make certain other non-substantive amendments. We obtained shareholder approval of the Articles pursuant to the Stockholder Consent.

September 2025 Equity Raise

On September 29, 2025, we completed a “bought deal” private placement (the “September 2025 Offering”) for aggregate cash consideration of $37,378,645, which included participation by Teck for $19,494,060.

As part of the September 2025 Offering, we issued an aggregate of 12,321,429 units (“September 2025 Units”) at a price of $3.05 per September 2025 Unit. Each September 2025 Unit consists of one share of our common stock and one common stock purchase warrant (a “September 2025 Warrant”). Each September 2025 Warrant entitled the holder thereof to purchase one share of our common stock (a “September 2025 Warrant Share”) at an exercise price of C$5.95 per September 2025 Warrant Share for 60 months after issuance. In connection with the closing of the September 2025 Offering, we paid a syndicate of underwriters (the “September 2025 Underwriters”) aggregate cash fees in the amounts of C$1,437,808 and $1,175,985 and issued to the September 2025 Underwriters an aggregate of 713,191 non-transferrable compensation options (the “September 2025 Compensation Options”), representing (i) 6% of the gross proceeds of the September 2025 Offering, other than the gross proceeds raised from certain sales pursuant to a president’s list (the “September 2025 President’s List Sales”); and (ii) 3.0% of the gross proceeds raised from September 2025 President’s List Sales. Each September 2025 Compensation Option is exercisable to acquire one share of common stock at a price of C$4.20 per share at any time on or before September 29, 2027, less any amount of cash fees and September 2025 Compensation Options paid and issued to a finder. In addition, we paid a finder a cash fee of C$52,005, representing 3.333% of the gross proceeds of the Canadian dollar-denominated portion of the September 2025 Offering from subscribers introduced by such finder to us (the “September 2025 Introduced Subscribers”), and issued to certain principals of such finder an aggregate of 520,052 September 2025 Compensation Options, representing 4.0% of the September 2025 Units sold under the September 2025 Offering to the September 2025 Introduced Subscribers.

Silver Loan

On November 10, 2025, we closed the sixth tranche of the Silver Loan in the principal amount of $2,521,215, being the number of US dollars equal to 50,384 ounces of silver. After deduction of financing costs and the three months ending November 8, 2025 interest payment on 1,098,399 ounces, we received $nil.

Ranger Page Property Purchase

On December 12, 2025, we entered into an asset purchase agreement with Silver Dollar Resources (Idaho) Inc., a subsidiary of Silver Dollar Resources Inc. (“Silver Dollar”), to acquire the Ranger Page property which includes, six past-producing underground high-grade silver-lead-zinc mines located immediately adjacent to and to the west of the Bunker Hill Mine in the prolific Silver Valley mining district of Idaho, USA. We acquired the properties for total consideration of approximately $4,200,000 comprised of 666,667 shares of our common stock, subject to the below contractual escrow.

Release Date		Payment Shares Release to Vendor Parent from Contractual Escrow
6–month anniversary from December 11, 2025		66,667 Payment Shares
9–month anniversary December 11, 2025		66,667 Payment Shares
12–month anniversary of December 11, 2025		Balance of the Payment Shares (533,334 Payment Shares)

2024 Developments

Project Development

During the course of 2024, the Wardner operating yard, the base for our future mining operations, continued to undergo significant changes as new offices were installed and major earthworks were undertaken to create the footprint for the operating setup. Underground, rehabilitation continued to upgrade the historic infrastructure for modern active mining and as part of this a 400hp primary ventilation fan was installed – complete with automatic air doors – and major work was undertaken to reinforce the decline as it goes through the Cate Fault area (the one major fault high in the Mine). In parallel with this activity, the Underground (“UG”) team continued to build up its fleet of heavy mobile equipment.

In the main Kellogg yard, construction of the Process Plant advanced significantly with the Plant building structurally complete by year-end. Several remaining pieces of key equipment are still to be placed with the majority of the remaining work spanning electrical and piping installation. The Filter Plant also got underway and at year-end had complete foundations and a fully erected main Filter Feed Tank. During the quarter ended December 31, 2024, Avista Utilities installed the main power feed from the Kellogg substation to the yard to ensure the electrical infrastructure is setup for the significant power draw that will come with the restart. Throughout 2024, the refurbishment of Pend Oreille and other used mill equipment advanced as did procurement, such that both areas were essentially complete by year ended December 31, 2024.

Financial Instruments in 2024

On August 8, 2024, we and Silver Valley entered into the MM NPA with Monetary Metals, established by Monetary Metals & Co., pursuant to which Monetary Metals agreed to purchase, and Silver Valley agreed to issue and sell to Monetary Metals, the MM Note in a private placement. Pursuant to the MM Note, Monetary Metals agreed to loan to Silver Valley, in one or more tranches, up to an aggregate principal amount of U.S. dollars equal to 1.2 million ounces of silver (the “Silver Loan”). On August 8, 2024, we closed the first tranche of the Silver Loan in the principal amount of $16,422,039, equivalent to 609,805 ounces of silver. After deduction of financing costs and the first-year interest, we received $13,225,005. On September 25, 2024, we closed the second tranche of the Silver Loan in the principal amount of $6,369,000, equivalent to 200,000 ounces of silver. After deduction of financing costs and the first-year interest, we received $5,352,438. On November 6, 2024, we closed the third tranche of the Silver Loan in the principal amount of $6,321,112, equivalent to 198,777 ounces of silver. After deduction of financing costs and the first-year interest, we received $5,422,474. On November 8, 2024, we closed the fourth tranche of the Silver Loan in the principal amount of $1,250,000, equivalent to 39,620 ounces of silver. After deduction of financing costs and the first-year interest, we received $1,076,563. On December 30, 2024, we closed the fifth tranche of the Silver Loan in the principal amount of $1,478,847, equivalent to 50,198 ounces of silver. After deduction of financing costs and the first-year interest, we received $1,201,781.

A series of related transactions also took place concurrently with the closing of the Silver Loan in August 2024 to amend certain terms of the then-existing SP Facility with Sprott Streaming. Additionally, the termination date of the royalty put option (the “Royalty Put Option”) previously granted by us to Sprott Streaming was amended from the later of the payment in full of the Series 1 CDs and Series 2 CDs and the exercise of the Royalty Put Option, to the later of the payment in full of the Series 1 CDs and Series 2 CDs and March 31, 2029. We also amended certain terms of the then existing SP Facility dated as of June 23, 2023, by and among (i) us, (ii) Silver Valley, and (iii) Sprott Private Resource Streaming and Royalty (US Collector), LP and Sprott Private Resources Streaming and Royalty Annex (US Collector), LP (collectively, the “Sprott Lenders”) to extend the maturity date of the SP Facility from June 30, 2027 to June 30, 2030 and increase the interest payable from June 30, 2027 onwards from 10% to 15%.

As consideration for advancing the Silver Loan, we agreed to issue to Monetary Metals, non-transferable bonus share purchase warrants (the “Bonus Warrants”) in one or more tranches under the then current MM NPA. The number of Bonus Warrants issued in each tranche were equal to (a) in connection with the first tranche, two times the number of ounces of silver advanced by Monetary Metals under the first tranche (the “Base Warrants”) and a bonus ratchet of (i) 2.5% of the Base Warrants if at least 500,000 and up to 599,999 silver ounces are advanced, (ii) 5.0% of the Base Warrants if up at least 600,000 and up to 699,999 silver ounces are advanced, (iii) 10.0% of the Base Warrants if at least 700,000 and up to 799,999 silver ounces are advanced, and (iv) 15.0% of the Base Warrants if at least 800,000 silver ounces are advanced; and (b) in connection with any additional tranches, two times the number of ounces of silver advanced under such tranche. In any event, the number of Bonus Warrants issuable to Monetary Metals is subject to a cap of 3,000,000 Bonus Warrants.

On December 12, 2024, we drew $5,000,000 on the SP Facility. As consideration for Sprott Streaming advancing the facility, we 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 our 2021 ground geophysical survey.

Company History

In early 2020, a management team comprised of former executives from Barrick Gold Corp. assumed leadership of us. Since that time, we conducted multiple exploration campaigns, economic studies and mineral resource estimates, and advanced the rehabilitation and development of the Mine. In December 2021, we announced a project finance package with Sprott, an amended Settlement Agreement with the U.S. Environmental Protection Agency (the “EPA”), and the purchase of the Bunker Hill Mine, setting the stage for a restart of the Mine.

Lease and Purchase of the Bunker Hill Mine

Prior to purchasing the Mine in January 2022, we had entered into a series of agreements with Placer Mining Corporation (“Placer Mining”), the prior owner, for the lease and option to purchase the Mine. The first of these agreements was dated August 28, 2017, with subsequent amendments and/or extensions announced on November 1, 2019, July 7, 2020, and November 20, 2020.

Under the terms of the November 20, 2020, amended agreement (the “Amended Agreement”), a purchase price of $7,700,000 was agreed, with $5,700,000 payable in cash (with an aggregate of $300,000 to be credited toward the purchase price of the Mine as having been previously paid by us) and $2,000,000 in shares of our common stock. We agreed to make an advance payment of $2,000,000, credited toward the purchase price of the Mine, which had the effect of decreasing the remaining amount to an aggregate of $3,400,000 payable in cash and $2,000,000 in shares of our common stock .

The Amended Agreement also required payments pursuant to an agreement with the EPA whereby for so long as we lease, own and/or occupy the Mine, we would make payments to the EPA on behalf of Placer Mining in satisfaction of the EPA’s claim for historical water treatment cost recovery in accordance with the Settlement Agreement reached with the EPA in 2018. Immediately prior to the purchase of the Mine, our liability to the EPA totaled $11,000,000.

We completed the purchase of the Bunker Hill Mine on January 7, 2022. The terms of the purchase price were modified to $5,400,000 in cash, from $3,400,000 of cash and $2,000,000 of our common stock . Concurrent with the purchase of the Mine, we assumed incremental liabilities of $8,000,000 to the EPA, consistent with the terms of the amended Settlement Agreement with the EPA that was executed in December 2021 (see “EPA 2018 Settlement Agreement & 2021 Amended Settlement Agreement” section below).

EPA 2018 Settlement Agreement & 2021 Amended EPA Settlement Agreement

We entered into a Settlement Agreement and Order of Consent with the EPA on May 15, 2018. This agreement limits our exposure to the Comprehensive Environmental Response, Compensation, and Liability Act (“CERCLA”) liability for past environmental damage to the mine site and surrounding area to obligations that include:

●

Payment of $20,000,000 for historical water treatment cost recovery for amounts paid by the EPA from 1995 to 2017;

	●	Payment for water treatment services provided by the EPA at the Central Treatment Plant (“CTP”) in Kellogg, Idaho until such time that we either purchase or lease the CTP or build a separate EPA-approved water treatment facility; and

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

In December 2021, we entered into an amended Settlement Agreement (the “Amendment”) between us, Idaho Department of Environmental Quality, U.S. Department of Justice (the “DOJ”) and the EPA modifying the payment schedule and terms for recovery of historical environmental response costs at Bunker Hill Mine incurred by the EPA. With the purchase of the mine, the remaining payments of the EPA cost recovery liability were assumed by us, resulting in a total of $19,000,000 liability to us, an increase of $8,000,000. The new payment schedule included a $2,000,000 payment to the EPA within 30 days of execution of the amendment, which was made.

Pursuant to the December 2021 Agreement, the remaining $11,000,000 would be paid on the following dates:

Date		Amount
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

The changes in payment terms and schedule were contingent upon our securing financial assurance in the form of performance bonds or letters of credit deemed acceptable to the EPA totaling $11,000,000, corresponding to our cost recovery obligations to be paid in 2026 through 2029 as outlined above. In June 2022, we were successful in obtaining financial assurance. The amount of the bonds or letters of credit will decrease over time as individual payments are made.

In December 2025, we made the third 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, 2025, we had two payment bonds of $9,999,000 and $4,001,000 in place to secure this liability. As of February 28, 2026, the collateral for the payment bonds is comprised of $2,975,000 letter of credits and land pledged by third parties, with whom we have entered into a financing cooperation agreement that contemplates a monthly fee of $20,000 (payable in cash or our common stock, at our election).

2023 Financings

In March 2023, we amended the exercise price and expiry date of 10,416,667 March 2023 Warrants (as defined below) previously issued in a private placement to Teck on May 13, 2022, in consideration for our acquisition of the Pend Oreille processing plant. The March 2023 Warrant entitled the holder to purchase one share of our common stock at an exercise price of C$0.37 per March 2023 Warrant at any time on or prior to May 12, 2025. We amended the exercise price from C$0.37 to C$0.11 per March 2023 Warrant and the expiry date from May 12, 2025, to March 31, 2023. In March 2023, Teck exercised all 10,416,667 March 2023 Warrants at an exercise price of C$0.11, for aggregate gross proceeds of $837,459 (C$1,145,834) to us.

In March 2023, we closed a brokered private placement of special warrants (the “March 2023 Offering”), issuing 51,633,727 special warrants of us (“March 2023 Special Warrants”) at C$0.12 per March 2023 Special Warrant for $4,536,020 (C$6,196,047), of which $3,661,822 was received in cash and $874,198 was applied towards settlement of accounts payable, accrued liabilities and promissory notes. Each March 2023 Unit consists of one share of our common stock (each, a “Unit Share”) and one common stock purchase warrant of us (each, a “March 2023 Warrant”). Each whole March 2023 Warrant entitles the holder thereof to acquire one share of our common stock (a “March 2023 Warrant Share”, and together with the Unit Shares, the “Underlying Shares”) at an exercise price of C$0.15 per March 2023 Warrant Share until March 27, 2026, subject to adjustment in certain events. The March 2023 Special Warrants issued on March 27, 2023, were converted to 51,633,727 shares of our common stock and common stock purchase warrants on July 24, 2023.

On June 23, 2023, we closed the upsized and improved $67,000,000 project finance package with Sprott Streaming, consisting of a $46,000,000 stream and a $21,000,000 new Debt Facility. The Bridge Loan was repaid from the proceeds of the Stream. The parties also agreed to extend the maturities of the Series 1 CDs and Series 2 CDs to March 31, 2026, when the full $6 million and $15 million, respectively, will become due.

During 2023, a subsidiary of Teck exercised its option for a minimum 5-year, 100% offtake of our zinc and lead concentrates at its smelter in Trail, British Columbia, ensuring a long-term, sustainable revenue source.

Process Plant Purchase

On May 13, 2022, we completed the purchase of a comprehensive package of equipment and parts inventory from Teck’s Pend Oreille site (the “Process Plant”) in eastern Washington State. The package comprised substantially all processing equipment including complete crushing, grinding and flotation circuits suitable for a planned ~1,500 ton-per-day operation at the Bunker Hill Mine, and nearly 10,000 components and parts for mill, assay lab, conveyer, field instruments, and electrical spares.

Business Operations

The Mine is a zinc-lead-silver mine. When in production, we intend to mill polymetallic mineralization on-site to produce both zinc and lead-silver concentrates which will then be shipped to Teck’s Trail smelter for processing as per the underlying off-take agreement.

Infrastructure

The Mine includes all mining rights and claims, surface rights, fee parcels, mineral interests, easements, existing infrastructure at Milo Gulch, and the majority of machinery and buildings at the Kellogg Tunnel portal level, as well as all equipment and infrastructure underground at the Bunker Hill Mine Complex. It also includes all current and historic data relating to the Bunker Hill Mine Complex, such as drill logs, reports, maps, and similar information located at the Mine site or any other location. For further detail, please refer to the “Project Infrastructure” section in Item 2 below.

Government Regulation and Approval

Exploration and development activities, and any future mining operations, are subject to extensive laws and regulations governing the protection of the environment, waste disposal, worker safety, mine construction, and protection of endangered and protected species. We have made, and expect to make in the future, significant expenditures to comply with such laws and regulations. Future changes in applicable laws, regulations and permits or changes in their enforcement or regulatory interpretation could have an adverse impact on our financial condition or results of operations.

Property Description

We have mineral rights to 440 patented mining claims covering over 5,700 acres. Of these claims, 35 include surface ownership of approximately 259 acres. We also have certain parcels of fee property which include mineral and surface rights but not patented mining claims. Mining claims and fee properties are located in Townships 47, 48 North, Range 2 East, Townships 47, 48 North, Range 3 East, Boise Meridian, Shoshone County, Idaho.

Patented mining claims in the State of Idaho do not require permits for underground mining activities to commence on private lands. Other permits associated with underground mining may be required, such as water discharge and site disturbance permits. The water discharge is being handled by the EPA at the existing CTP. We expect to be responsible for water treatment in the future and obtain an appropriate discharge permit.

For further detail, please refer to the “Property Description and Ownership” section of the “Technical Report Summary” in Item 2 below.

Competition

We compete with other mining and exploration companies in connection with the acquisition of mining claims and leases on zinc and other base and precious metals prospects as well as in connection with the recruitment and retention of qualified employees. Many of these companies are much larger than us, have greater financial resources and have been in the mining business for much longer than we have. As such, these competitors may be in a better position through size, finances and experience to acquire suitable exploration and development properties. We may not be able to compete against these companies in acquiring new properties and/or qualified people to work on our current project, or any other properties that may be acquired in the future.

Given the size of the world market for base precious metals such as silver, lead and zinc, relative to the number of individual producers and consumers, it is believed that no single company has sufficient market influence to significantly affect the price or supply of these metals in the world market.

Employees

We had forty full-time employees as of December 31, 2025. The balance of our operations is comprised of contracted labor and consultants.

Available Information

We make available, free of charge, on or through our Internet website, at www.bunkerhillmining.com, our annual reports on Form 10-K, our quarterly reports on Form 10-Q and our current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Exchange Act. Our website and the information contained therein or connected thereto are not intended to be, and are not, incorporated into this Annual Report.

Our reports and other information can be inspected on the SEC’s website at www.sec.gov. We also file reports under Canadian regulatory requirements on the System for Electronic Document Analysis and Retrieval (“SEDAR+”). Our reports which are filed on SEDAR+ can be found under our SEDAR+ profile at www.sedarplus.ca.

SUMMARY OF THE OFFERING

Shares of our common stock offered by Selling Shareholders and Certain Beneficial Owners	7,104,093 shares of our common stock, including:

	●	4,563,874 shares of our common stock issued in the March 5, 2026 private placement transaction;

	●	2,281,947 shares of our common stock issuable pursuant to the March 2026 Warrants issued on March 5, 2026; and

	●	258,272 shares of our common stock issuable upon the exercise of the March 2026 Compensation Options issued on March 5, 2026.

Shares of our common stock outstanding before the offering		45,709,772 shares of our common stock as of March 10, 2026 (not including shares of our common stock issuable upon exercisable warrants).

Offering Price		Determined at the time of sale by the selling shareholders.

Use of proceeds		We will not receive any proceeds from the sale of the shares of our common stock by the selling shareholders, although it may receive proceeds from the exercise of March 2026 Warrants. Any such proceeds will be used for general working capital purposes.

TSX Venture Exchange (TSX-V) Trading Symbol		BNKR

OTCQB Trading Symbol		BHLL (although the trading symbol is temporarily “BHLLD” following the completion of the one-for-thirty-five reverse stock split of our capital stock on March 6, 2026)

Risk Factors		The shares of our common stock offered hereby involves a high degree of risk and should not be purchased by investors who cannot afford the loss of their entire investment. See “Risk Factors”.

RISK FACTORS

You should carefully consider the risks described below together with all other information included in our public filings before making an investment decision with regard to our securities. The statements contained in or incorporated into this prospectus that are not historic facts are forward- looking statements are subject to risks and uncertainties that could cause actual results to differ materially from those set forth in or implied by forward- looking statements. While the risks described below are the ones we believe are most important for you to consider, these risks are not the only ones that we face. If any of the following events described in these risk factors actually occurs, our business, financial condition or results of operations could be harmed. In that case, the trading price of our common stock could decline, and you may lose all or part of your investment.

Our business activities and the value of our securities are subject to significant hazards and risks, including those described below. If any of such events should occur, our business, financial condition, liquidity, and/or results of operations could be materially harmed, and holders and purchasers of our securities could lose part or all of their investments. Our risk factors are grouped into the following categories:

●	General Risk Factors;

●	Risks Related to Mining and Exploration;

●	Risks Related to shares of our common stock; and

●	Risks Related to the Offering.

General Risk Factors

The Bunker Hill Mine restart is targeted for HY1 2026. Further changes to this timeline, or other factors impacting the restart, including project budget increases or delays in equipment or construction activities, would impact our ability to restart timely or require additional capital , which would adversely affect our ability to successfully restart the Mine and ultimately impact our ability to secure additional funding after restart, thereby adversely affecting our financial condition.

The estimated timing and budget estimates of the Bunker Hill Mine restart is subject to change further based on factors beyond the Company’s control. Any further increase in our pre-production budget estimates could have a materially adverse impact on our ability to secure additional financing. This could have a material adverse effect on our financial condition, results of operations, or prospects. Sales of substantial amounts of securities will have a highly dilutive effect on our ownership or share structure. Sales of a large number of shares of our common stock in the public markets, or the potential for such sales, could decrease the trading price of the common stock and could impair our ability to raise capital through future sales of our common stock. We are a pre-production development company, and have not yet commenced commercial production and, therefore, have not generated positive cash flows and have no reasonable prospects of doing so unless successful commercial production can be achieved at the Mine. We expect to continue to incur negative investing and operating cash flows until such time as it enters into successful commercial production. This will require us to deploy our working capital to fund such negative cash flow and to possibly seek additional sources of capital. There is no assurance that additional capital will be available or sufficient to meet our requirements, or if available, upon terms acceptable to us. There is no assurance that we will be able to continue to raise equity capital, secure additional debt financing, or secure other financing. As a result, we may not be able to timely continue our development plans or continue as a going concern.

Payment bonds securing $14,000,000 due by us to the EPA for cost recovery may not be renewable or may only be renewable on terms that are unfavorable to us, which would adversely affect our financial condition or cause a default under the revised settlement agreement with the EPA and Sprott Streaming.

In 2022, we secured financial assurance in the form of payment bonds in accordance with the revised settlement agreement with the EPA, in relation to $14,000,000 of payments due to the EPA for cost recovery between 2025 and 2029. These bonds are renewed annually, and as of December 31, 2025, require $2,975,000 of collateral in the form of restricted cash. To the extent that the parties providing the payment bonds demand additional collateral beyond the current requirements, or other unfavorable terms or conditions, we may not be able to renew the payment bonds on favorable conditions, or at all. This could have a materially adverse impact on us, including a potential default under the revised settlement agreement with the EPA.

We have no recent operating history on which to base an evaluation of our business and prospects.

Since our inception, we have had no revenue from operations. We have no history of producing concentrates from the Bunker Hill Mine. The Mine is a historic, past producing mine with limited exploration work since its closure in 1981. Advancing the Mine through the development stage requires significant capital and time, and successful commercial production from the Mine will be subject to completing the requisite studies, permitting and re-commissioning, constructing and completing a processing plant, and completing other related works and infrastructure. As a result, we are subject to all of the risks associated with developing and establishing new mining operations and business enterprises, including:

	●	completion of studies to upgrade resources to reserves and to identify new resources and to verify commercial viability;
	●	the timing and cost, which can be considerable, of further exploration and, preparing feasibility studies, and permitting;
	●	the availability and costs of drill equipment, exploration personnel, skilled labor, and mining and processing equipment, if required;
	●	compliance with stringent environmental and other governmental approval and permit requirements;
	●	the availability of funds to finance exploration, development, and construction activities, as warranted;
	●	potential opposition from non-governmental organizations, local groups or local inhabitants that may delay or prevent operating activities;
	●	potential increases in exploration, construction, and operating costs due to changes in the cost of fuel, power, materials, and supplies; and
	●	potential shortages of mineral processing, construction, and other facilities related supplies.

The costs, timing, and complexities of exploration, development, and construction activities may be increased by the location of our properties and demand by other mineral exploration and mining companies. It is common in exploration programs to experience unexpected problems and delays during drill programs and, if commenced, development, construction, and mine start-up. In addition, our management and workforce will need to be expanded, and support systems for our workforce will have to be established. This could result in delays in the commencement of mineral production and increased costs of production. Accordingly, our activities may not result in profitable mining operations, and we may not succeed in establishing mining operations or profitably producing base metal concentrates at any of our current or future properties, including the Mine.

We have a history of losses and may to continue to incur losses in the future.

We have incurred losses since inception, have had negative cash flow from operating activities, and may to continue to incur losses in the future. We have incurred the following losses from operations during each of the following periods:

	●	$13,595,412 for the year ended December 31, 2025;
	●	$15,649,142 for the year ended December 31, 2024; and
	●	$11,600,574 for the year ended December 31, 2023.

We expect to continue to incur losses until such time as the Mine enters into commercial production and generates sufficient revenues to fund continuing operations. We recognize that if we are unable to generate significant revenues from mining operations and dispositions of its properties, we will not be able to earn profits or continue operations. At this early stage of our operation, we also expect to face the risks, uncertainties, expenses, and difficulties frequently encountered by smaller reporting companies. We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition.

Government actions, such as tariffs, duties and/or foreign policy actions could adversely and unexpectedly impact our business.

The U.S. federal government has imposed new and/or increased tariffs, duties and other trade restrictions on certain exports and/or imports to the U.S. These tariffs have and are likely to continue to impact imports and exports to and from the U.S. The extent of such measures and their impacts continue, there is a risk that they could have a significant effect on our financial performance and/or business outlook.

Risks Related to Mining and Exploration

We are in the development stage.

The nature of mineral exploration and production activities involves a high degree of risk and the possibility of uninsured losses.

Exploration for and the production of minerals is highly speculative and involves much greater risk than many other businesses. Most exploration programs do not result in the discovery of mineralization, and any mineralization discovered may not be of sufficient quantity or quality to be profitably mined. Our operations are, and any future development or mining operations we may conduct will be, subject to all of the operating hazards and risks normally incidental to exploring for and development of mineral properties, including, but not limited to:

	●	economically insufficient mineralized material;
	●	fluctuation in production costs that make mining uneconomical;
	●	labor disputes;
	●	unanticipated variations in grade and other geologic uncertainties;
	●	environmental hazards;
	●	water conditions;
	●	difficult surface or underground conditions;
	●	industrial accidents;
	●	metallurgic and other processing problems;
	●	mechanical and equipment performance problems;
	●	failure of dams, stockpiles, wastewater transportation systems, or impoundments;
	●	unusual or unexpected rock formations; and
	●	personal injury, fire, flooding, cave-ins and landslides.

Any of these risks can materially and adversely affect, among other things, the development of properties, production quantities and rates, costs and expenditures, potential revenues, and production dates. If we determine that capitalized costs associated with any of our mineral interests are not likely to be recovered, we would incur a write-down of our investment in these interests. All these factors may result in losses in relation to amounts spent that are not recoverable, or that result in additional expenses.

Commodity price volatility could have dramatic effects on the results of operations and our ability to execute our business plan.

The price of commodities varies on a daily basis. Our future revenues, if any, will be derived from the extraction and sale of base and precious metals. Our principal and interest payments on the Silver Loan with Monetary Metals are denominated in silver ounces. The price of those commodities has fluctuated widely, particularly in recent years, and is affected by numerous factors beyond our control, including economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global and regional consumptive patterns, speculative activities and increased production due to new extraction developments and improved extraction and production methods. The effect of these factors on the price of base and precious metals, and therefore the economic viability of our business, could negatively affect our ability to secure financing, repay the contractual obligations under the Silver Loan, or our results of operations.

Our development and production plans, and cost estimates, in the Technical Report Summary may vary and/or not be achieved.

There is no certainty that the results in the Technical Report Summary (as defined below) will be realized. The decision to implement the Mine restart scenario to be included in the Technical Report Summary was not based on a feasibility study of mineral reserves demonstrating economic and technical viability, and therefore there is increased risk that the Technical Report Summary results will not be realized. If we are unable to achieve the results in the Technical Report Summary, it may have a material negative impact on us, and our capital investment to implement the restart scenario may be lost.

Costs charged to us by the Idaho Department of Environmental Quality (the “IDEQ”) for treatment of wastewater fluctuate a great deal and are not within our control.

We are responsible for the cost of water treatment activities performed by the IDEQ on behalf of the EPA who is the owner of the water treatment plant. The water treatment costs that we pay are partially related to the EPA’s direct cost of treating the water emanating from the Bunker Hill Mine, which are comprised of lime and flocculant usage, electricity consumption, maintenance and repair, labor and some overhead. Rate of discharge of effluent from the Bunker Hill Mine is largely dependent on the level of precipitation within a given year and how close in the calendar year we are to the spring run-off. Increases in water infiltrations and gravity flows within the Mine generally increase after winter and result in a peak discharge rate in May. Increases in gravity flow and consequently the rate of water discharged by the mine have a robust correlation with metals concentrations and consequently metal loads of effluent.

Hydraulic loads (quantities of water per unit of time) and metal loads (quantities of metals per unit of volume of effluent per unit of time) are the two main determinants of cost of water treatment by the EPA in the relationship with the Bunker Hill Mine because greater metal loads consume more lime, more flocculent and more electricity to remove the increased levels of metals and make the water clean. The scale of the treatment plant is determined by how much total water can be processed (hydraulic load) at any point in time. This determines how much labor is required to operate the plant and generally determines the amount of overhead required to run the IDEQ business.

The EPA has completed significant upgrades to the water treatment capabilities of the CTP and the plant is now capable of producing treated water that can meet a much higher discharge standard (which we have been satisfying since May 2023). While it was understood that improved performance capability would increase the cost of operating the plant, it was unclear to the EPA, and consequently to us, how much the costs would increase by.

These elements described above, and others, impact the direct costs of water treatment. A significant portion of the total amount invoiced by the EPA each year is indirect cost that is determined as a percentage of the direct cost. Each year the indirect costs percentage changes within each region of the EPA. We have no ability to impact the percentage of indirect cost that is set by the EPA regional office and has no advance notice of what the percentage of indirect cost will be until it receives an invoice in June of the year following the billing period. We remain unable to estimate EPA billings to a high degree of accuracy.

Estimates of mineral reserves and resources are subject to evaluation uncertainties that could result in project failure.

Our exploration and future mining operations, if any, are and would be faced with risks associated with being able to accurately predict the quantity and quality of mineral resources/reserves within the earth using statistical sampling techniques. Estimates of any mineral resource/reserve on the Mine would be made using samples obtained from appropriately placed trenches, test pits, underground workings, and designed drilling. There is an inherent variability of assays between check and duplicate samples taken adjacent to each other and between sampling points that cannot be reasonably eliminated. Additionally, there also may be unknown geologic details that have not been identified or correctly appreciated at the current level of accumulated knowledge about the Mine. This could result in uncertainties that cannot be reasonably eliminated from the process of estimating mineral resources/reserves. If these estimates were to prove to be unreliable, we could implement an exploitation plan that may not lead to commercially viable operations in the future.

Any material changes in mineral resource/reserve estimates and grades of mineralization will affect the economic viability of placing a property into production and a property’s return on capital.

As we have not commenced actual production, mineral resource estimates may require adjustments or downward revisions. In addition, the grade of ore ultimately mined, if any, may differ from that indicated by future feasibility studies and drill results. Minerals recovered in small-scale tests may not be duplicated in large-scale tests under on-site conditions or on a production scale.

Our exploration activities may not be commercially successful, which could lead us to abandon our plans to develop the Mine and our investments in exploration.

Our long-term success depends on our ability to expand the known mineralization and/or identify new mineral zones or deposits on the Mine and other properties we may acquire, if any, that we can then develop into commercially viable mining operations. Mineral exploration is highly speculative in nature, involves many risks, and is frequently non-productive. These risks include unusual or unexpected geologic formations, and the inability to obtain suitable or adequate machinery, equipment, or labor. The success of commodity exploration is determined in part by the following factors:

	●	the identification of potential mineralization based on surficial analysis;
	●	availability of government-granted exploration permits;
	●	the quality of management and its geological and technical expertise; and
	●	the capital available for exploration and development work.

Substantial expenditures are required to establish proven and probable reserves through drilling and analysis, to develop metallurgical processes to extract metal, and to develop the mining and processing facilities and infrastructure at any site chosen for mining. Whether a mineral deposit will be commercially viable depends on a number of factors that include, without limitation, the particular attributes of the deposit, such as size, grade, and proximity to infrastructure; commodity prices, which can fluctuate widely; and government regulations, including, without limitation, regulations relating to prices, taxes, royalties, land tenure, land use, importing and exporting of minerals, and environmental protection. We may invest significant capital and resources in exploration activities and may abandon such investments if we are unable to identify commercially exploitable mineral reserves. The decision to abandon a project may have an adverse effect on the market value of our securities and the ability to raise future financing.

We are subject to significant governmental regulations that affect our operations and costs of conducting our business and may not be able to obtain all required permits and licenses to place our properties into production.

Our current and future operations, including exploration and development of the Mine, do and will require permits from certain governmental authorities and activities are governed by laws and regulations, including:

	●	laws and regulations governing mineral concession acquisition, prospecting, development, mining, and production;
	●	laws and regulations related to exports, taxes, and fees;
	●	labor standards and regulations related to occupational health and mine safety; and
	●	environmental standards and regulations related to waste disposal, toxic substances, land use reclamation, and environmental protection.

It may be necessary to obtain the following environmental permit or approved plan prior to commencement of mine operations:

●

Reclamation and closure plan

If a reclamation and closure plan is required, there can be no assurance that we will be able to obtain it in a timely manner or at all.

Companies engaged in exploration activities often experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations, and permits. Failure to comply with applicable laws, regulations, and permits may result in enforcement actions, including the forfeiture of mineral claims or other mineral tenures, orders issued by regulatory or judicial authorities requiring operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or costly remedial actions. We cannot predict if all permits that we may require for continued exploration, development, or construction of mining facilities and conduct of mining operations will be obtainable on reasonable terms, if at all. Costs related to applying for and obtaining permits and licenses may be prohibitive and could delay our planned exploration and development activities. We may be required to compensate those suffering loss or damage by reason of the mineral exploration or our mining activities, if any, and may have civil or criminal fines or penalties imposed for violations of, or our failure to comply with, such laws, regulations, and permits.

Existing and possible future laws, regulations, and permits governing operations and activities of exploration companies, or more stringent implementation of such laws, regulations and permits, could have a material adverse impact on our business and cause increases in capital expenditures or require abandonment or delays in exploration. The Mine is located in Northern Idaho and has numerous clearly defined regulations with respect to permitting mines, which could potentially impact the total time to market for the project.

Our activities are subject to environmental laws and regulations that may change and increase our costs of doing business and restrict our operations.

Both mineral exploration and extraction require permits from various federal, state, and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. There can be no assurance that er will be able to obtain or maintain any of the permits required for the exploration of the mineral properties or for the construction and operation of the Mine at economically viable costs. If er cannot accomplish these objectives, our business could fail. We believe that we are in compliance with all material laws and regulations that currently apply to our activities but there can be no assurance that we can continue to remain in compliance. Current laws and regulations could be amended, and we might not be able to comply with them, as amended. Further, there can be no assurance that we will be able to obtain or maintain all permits necessary for our future operations, or that we will be able to obtain them on reasonable terms. To the extent such approvals are required and are not obtained, we may be delayed or prohibited from proceeding with planned exploration or development of the mineral properties.

Our activities are subject to extensive laws and regulations governing environmental protection. We are also subject to various reclamation-related conditions. Although we closely follow and believe we are operating in compliance with all applicable environmental regulations, there can be no assurance that all future requirements will be obtainable on reasonable terms. Failure to comply may result in enforcement actions causing operations to cease or be curtailed and may include corrective measures requiring capital expenditures. Intense lobbying over environmental concerns by non-governmental organizations has caused some governments to cancel or restrict development of mining projects. Current publicized concern over climate change may lead to carbon taxes, requirements for carbon offset purchases or new regulation. The costs or likelihood of such potential issues to us cannot be estimated at this time.

The legal framework governing this area is constantly developing; therefore, we are unable to fully ascertain any future liability that may arise from the implementation of any new laws or regulations, although such laws and regulations are typically strict and may impose severe penalties (financial or otherwise). Our proposed activities, as with any exploration company, may have an environmental impact that may result in unbudgeted delays, damage, loss and other costs and obligations, including, without limitation, rehabilitation and/or compensation. There is also a risk that our operations and financial position may be adversely affected by the actions of environmental groups or any other group or person opposed in general to our activities and, in particular, the proposed exploration and mining by us within the state of Idaho and the United States.

Environmental hazards unknown to us, which have been caused by previous owners or operators of the Mine, may exist on the properties in which we hold an interest. Many of the properties in which we have ownership rights are located within the Coeur d’Alene Mining District, which is currently the site of a Federal Superfund cleanup project. It is possible that environmental cleanup or other environmental restoration procedures could remain to be completed or mandated by law, causing unpredictable and unexpected liabilities to arise.

Social and environmental activism may have an adverse effect on our reputation and financial condition or our relationship with the communities in which we operate.

There is an increasing level of public concern relating to the effects of mining on the nature landscape, in communities and on the environment. Certain non-governmental organizations, public interest groups and reporting organizations (“NGOs”) that oppose resource development can be vocal critics of the mining industry. In addition, there have been many instances in which local community groups have opposed resource extraction activities, which have resulted in disruption and delays to the relevant operation. While we seek to operate in a socially responsible manner and believe we have good relationships with local communities in the regions in which we operate, NGOs or local community organizations could direct adverse publicity against and/or disrupt our operations in respect of one or more of our properties, regardless of our successful compliance with social and environmental best practices, due to political factors or activities of unrelated third parties on lands in which we have an interest or our operations specifically. Any such actions and the resulting media coverage could have an adverse effect on our reputation and financial condition or our relationships with the communities in which we operate, which could have a material adverse effect on our business, financial condition, results of operations, cash flows or prospects.

The mineral exploration and mining industry is highly competitive.

The mining industry is intensely competitive in all of its phases. As a result of this competition, some of which is with large established mining companies with substantial capabilities and with greater financial and technical resources than us, we may be unable to acquire additional properties or obtain financing on terms we consider acceptable. We also compete with other mining companies in the recruitment and retention of qualified managerial and technical employees. If we are unable to successfully compete for qualified employees, our exploration and development programs may be slowed down or suspended. We compete for capital with other companies that produce our planned commercial products. If we are unable to raise sufficient capital, our exploration and development programs may be jeopardized or we may not be able to acquire, develop, or operate additional mining projects.

A shortage of equipment and supplies could adversely affect our ability to operate our business.

We are dependent on various supplies and equipment to carry out our mining exploration and, if warranted, development operations. Any shortage of such supplies, equipment, and parts could have a material adverse effect on our ability to carry out our operations and could therefore limit, or increase the cost of, production.

Joint ventures and other partnerships, including offtake arrangements, may expose us to risks.

We may enter into joint ventures, partnership arrangements, or offtake agreements with other parties in relation to the exploration, development, and production of the properties in which we have an interest. Specifically, we have offtake and strategic relationships with Sprott, Teck, and Monetary Metals. Any failures of these or future other companies to meet their obligations to us or to third parties, or any disputes with respect to the parties’ respective rights and obligations, could have a material adverse effect on us, the development and production at our properties, including the Mine, and on future joint ventures, if any, or their properties, and therefore could have a material adverse effect on our results of operations, financial performance, cash flows and the price of our common stock.

We may experience difficulty attracting and retaining qualified management to meet the needs of our anticipated growth.

Our success is currently largely dependent on the performance of our officers and directors. The loss of the services of any of these people could have a materially adverse effect on our business and prospects. There is no assurance we can maintain the services of our officers, directors, or other qualified personnel required to operate our business. As our business activity grows, we will require additional key financial, administrative and mining personnel as well as additional operations staff. The Mine is located in an area active in mining activities, and we compete with other companies for personnel and talent. There can be no assurance that these efforts will be successful in attracting, training and retaining qualified personnel as competition for people with these skill sets increase. If we are not successful in attracting, training and retaining qualified personnel, the efficiency of our operations could be impaired, which could have an adverse impact on our operations and financial condition.

We are dependent on a relatively small number of key employees, including our Chief Executive Officer (the “CEO”) and Chief Financial Officer (the “CFO”). The loss of any officer could have an adverse effect on us. We have no life insurance on any individual, and we may be unable to hire a suitable replacement for them on favorable terms, should that become necessary.

We may be subject to potential conflicts of interest with our directors and/or officers.

Certain of our directors and officers are or may become associated with other mining and/or mineral exploration and development companies, which may give rise to conflicts of interest. Directors who have a material interest in any person who is a party to a material contract or a proposed material contract with us are required, subject to certain exceptions, to disclose that interest and generally abstain from voting on any resolution to approve such a contract. In addition, directors and officers are required to act honestly and in good faith with a view to our best interests. Some of our directors and officers have either other full-time employment or other business or time restrictions placed on them and accordingly, we will not be the only business enterprise of these directors and officers. Further, any failure of our directors or officers to address these conflicts in an appropriate manner or to allocate opportunities that they become aware of to us could have a material adverse effect on our business, financial condition, results of operations, cash flows or prospects.

Our results of operations could be affected by currency fluctuations.

Our properties are currently all located in the U.S. and while most costs associated with these properties are paid in U.S. dollars, a significant amount of our administrative expenses are payable in Canadian dollars. There can be significant swings in the exchange rate between the U.S. dollar and the Canadian dollar. Recent developments in U.S. and Canadian trade and tariff discussions have created an environment that can and has affected the currency exchange. There are no plans at this time to hedge against any exchange rate fluctuations in currencies.

Title to our properties may be subject to other claims that could affect our property rights and claims.

There are risks that title to our properties may be challenged or impugned. The Mine is located in Northern Idaho a historic mining district and may be subject to prior unrecorded agreements or transfers and title may be affected by undetected defects.

We may be unable to secure or purchase additional required surface rights.

Although we obtain the rights to some or all of the minerals in the ground subject to the mineral tenures that we acquire, or have the right to acquire, in some cases we may not acquire any rights to, or ownership of, the surface to the areas covered by such mineral tenures. In such cases, applicable mining laws usually provide for rights of access to the surface for the purpose of carrying on mining activities; however, the enforcement of such rights through the courts can be costly and time consuming. It is necessary to negotiate surface access or to purchase the surface rights if long-term access is required. There can be no guarantee that, despite having the right at law to access the surface and carry on mining activities, we will be able to negotiate satisfactory agreements with any such existing landowners/occupiers for such access or purchase of such surface rights, and therefore we may be unable to carry out planned mining activities. In addition, in circumstances where such access is denied, or no agreement can be reached, we may need to rely on the assistance of local officials or the courts in such jurisdiction, the outcomes of which cannot be predicted with any certainty. Our inability to secure surface access or purchase required surface rights could materially and adversely affect our timing, cost, or overall ability to develop any mineral deposits we may locate.

Our properties and operations may be subject to litigation or other claims.

From time to time our properties or operations may be subject to disputes that may result in litigation or other legal claims. We may be required to take countermeasures or defend against these claims, which will divert resources and management time from operations. The costs of these claims or adverse filings may have a material effect on our business and results of operations.

We are currently engaged in a legal dispute with Crescent Mining. See Item 3: Legal Proceedings for further information. It is uncertain the outcome or impact of the litigation on our financial condition or ability to operate in the area of dispute.

Mineral exploration and development is subject to extraordinary operating risks. We currently insure against these risks on a limited basis. In the event of a cave-in or similar occurrence, our liability may exceed our resources and insurance coverage, which would have an adverse impact on us.

Mineral exploration, development and production involve many risks. Our operations will be subject to all the hazards and risks inherent in the exploration for mineral resources and, if we discover a mineral resource in commercially exploitable quantity, our operations could be subject to all of the hazards and risks inherent in the development and production of resources, including liability for pollution, cave-ins or similar hazards against which we cannot insure or against which we may elect not to insure. Any such event could result in work stoppages and damage to property, including damage to the environment. As of the date hereof, we currently maintain commercial general liability insurance and umbrella liability insurance against these operating hazards, in connection with our exploration program. The payment of any liabilities that arise from any such occurrence that would not otherwise be covered under the current insurance policies would have a material adverse impact on us.

Mineral exploration and development are dependent on adequate infrastructure.

Exploration, development and processing activities depend, to one degree or another, on adequate infrastructure. Reliable roads, bridges, power sources and water supply are important elements of infrastructure, which affect access, capital and operating costs. The lack of availability of acceptable terms or the delay in the availability of any one or more of these items could prevent or delay exploration or development of our mineral properties. If adequate infrastructure is not available in a timely manner, there can be no assurance that the exploration or development of our mineral properties will be commenced or completed on a timely basis, if at all. Furthermore, unusual or infrequent weather phenomena, sabotage, government or other interference in the maintenance or provision of necessary infrastructure could adversely affect our operations.

Exploration operations depend on adequate infrastructure. In particular, reliable power sources, water supply, transportation and surface facilities are necessary to explore and develop mineral projects. Failure to adequately meet these infrastructure requirements or changes in the cost of such requirements could affect our ability to carry out exploration and future development operations and could have a material adverse effect on our business, financial condition, results of operations, cash flows or prospects.

We may be unable to purchase additional mining properties.

If we lose or abandon our interests in our mineral properties or plans further property acquisition as part of our business plan, there is no assurance that we will be able to acquire another mineral property of merit. There is also no guarantee that we will be able to obtain necessary capital to acquire any additional properties, whether by way of an option or otherwise, should we wish to acquire any additional properties.

Our operations are dependent on information technology systems that may be subject to network disruptions

Our operations depend on information technology (“IT”) systems. These IT systems could be subject to network disruptions caused by a variety of sources, including computer viruses, security breaches and cyber-attacks, as well as disruptions resulting from incidents such as cable cuts, damage to physical plants, natural disasters, terrorism, fire, power loss, vandalism and theft. Our operations also depend on the timely maintenance, upgrade and replacement of networks, equipment, IT systems and software, as well as pre-emptive expenses to mitigate the risks of failures. Any of these and other events could result in information system failures, delays and/or increase in capital expenses. The failure of information systems or a component of information systems could, depending on the nature of any such failure, adversely impact our reputation and results of operations.

Although to date we have not experienced any material losses relating to cyber-attacks or other information security breaches, there can be no assurance that we will not incur such losses in the future. Our risk and exposure to these matters cannot be fully mitigated because of, among other things, the evolving nature of these threats. As a result, cyber security and the continued development and enhancement of controls, processes and practices designed to protect systems, computers, software, data and networks from attack, damage or unauthorized access remain a priority. As cyber threats continue to evolve, we may be required to expend additional resources to continue to modify or enhance protective measures or to investigate and remediate any security vulnerabilities. In late 2024, we retained a third-party cyber assessment firm to complete an audit and make recommendations for updates to our IT system and related policies and procedures.

We are a reporting issuer and reporting requirements under applicable securities laws may increase legal and financial compliance costs.

We are subject to reporting requirements under applicable securities law, the listing and other requirements of the TSX-V, the OTCQB, the SEC and other applicable securities rules and regulations. Compliance with these requirements can increase legal and financial compliance costs, make some activities more difficult, time-consuming or costly, and increase demand on existing systems and resources. Among other things, we are required to file annual, quarterly and current reports with respect to our business and results of operations and maintain effective disclosure controls and procedures and internal controls over financial reporting. In order to maintain and, if required, improve disclosure controls and procedures and internal controls over financial reporting to meet this standard, significant resources and management oversight is required. As a result, management’s attention may be diverted from other business concerns, which could harm our business and results of operations. We may need to hire additional employees to comply with these requirements in the future, which would increase our costs and expenses.

Risks Related to our Common Stock

The price of our common stock is historically volatile and trading volume changes rapidly, as a result, investors could lose all or part of their investment.

In addition to volatility associated with equity securities in general, the value of an investor’s investment could decline due to the impact of any of the following factors upon the market price of our common stock:

	●	disappointing results from our exploration efforts;
	●	decline in demand for our common stock;
	●	downward revisions in securities analysts’ estimates or changes in general market conditions;
	●	technological innovations by competitors or in competing technologies;
	●	investor perception of our industry or our prospects; and
	●	general economic trends.

The price of our common stock on the TSX-V has experienced significant price and volume fluctuations. Stock markets in general have experienced extreme price and volume fluctuations, and the market prices of securities have been highly volatile. These fluctuations are often unrelated to operating performance and may adversely affect the market price of our common stock. As a result, an investor may be unable to sell any common stock such investor acquires at a desired price.

Potential future sales under Rule 144 may depress the market price for our common stock.

In general, under Rule 144, a person who has satisfied a minimum holding period of between six months and one-year and any other applicable requirements of Rule 144 may thereafter sell such shares publicly. A significant number of our currently issued and outstanding shares of common stock held by existing stockholders, including officers and directors and other principal stockholders, are currently eligible for resale pursuant to and in accordance with the provisions of Rule 144. The possible future sale of our common stock by our existing stockholders, pursuant to and in accordance with the provisions of Rule 144, may have a depressive effect on the price of our common stock in the over-the-counter market.

We have never paid dividends on our common stock.

We have not paid dividends on our common stock to date and do not expect to pay dividends for the foreseeable future. We intend to retain our initial earnings, if any, to finance our operations. Any future dividends on shares of our common stock will depend upon our earnings, our then-existing financial requirements, and other factors, and will be at the discretion of our Board.

FINRA has adopted sales practice requirements, which may also limit an investor’s ability to buy and sell shares of our common stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low-priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit an investor’s ability to buy and sell our stock and have an adverse effect on the market for our common stock.

Investors’ interests in us will be diluted and investors may suffer dilution in their net book value per share of our common stock issues additional employee/director/consultant options or if we sell additional shares of our common stock and/or warrants to finance its operations.

In order to further expand our operations and meet our objectives, any additional growth and/or expanded exploration activity will likely need to be financed through the sale and issuance of additional shares of our common stock, including, but not limited to, raising funds to explore the Mine. Furthermore, to finance any acquisition activity, should that activity be properly approved, and depending on the outcome of our exploration programs, we will also likely need to issue additional shares of our common stock to finance future acquisitions, growth, and/or additional exploration programs of any or all of our projects or to acquire additional properties. We will also in the future grant some or all of our directors, officers, and key employees and/or consultants options to purchase shares of our common stock as non-cash incentives. The issuance of any equity securities could, and the issuance of any additional shares of our common stock will, cause our existing stockholders to experience dilution of their ownership interests.

If we issue additional shares of our common stock or decide to enter into joint ventures with other parties in order to raise financing through the sale of equity securities, investors’ interests in us will be diluted and investors may suffer dilution in their net book value per share, depending on the price at which such securities are sold.

The issuance of additional shares of our common stock may negatively impact the trading price of our securities.

We have issued shares of our common stock in the past and will continue to issue shares of our common stock to finance our activities in the future. In addition, newly issued or outstanding options, warrants, and broker warrants to purchase shares of our common stock may be exercised, resulting in the issuance of additional shares of our common stock. Any such issuance of additional shares of our common stock would result in dilution to our stockholders, and even the perception that such an issuance may occur could have a negative impact on the trading price of our common stock.

Our common stock could be influenced by research and reports that industry or securities analysts may publish.

The trading market for our common stock could be influenced by research and reports that industry and/or securities analysts may publish about us, our business, the market or our competitors. We do not have any control over these analysts and cannot assure that such analysts will cover us or provide favorable coverage. If any of the analysts who may cover our business adversely change their recommendation regarding our stock, or provide more favorable relative recommendations about our competitors, the stock price would likely decline. If any analysts who may cover our business were to cease coverage or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause the stock price or trading volume to decline.

We are subject to the continued listing or trading criteria of the TSX-V and the OTCQB, and our failure to satisfy these criteria may result in delisting or removal of trading of our common stock from the TSX-V and the OTCQB.

Our common stock is currently listed for trading on the TSX-V and quoted on the OTCQB. In order to maintain the listing on the TSX-V and the quotation on the OTCQB or any other securities exchange or marketplace, we must maintain certain financial and share distribution targets, including maintaining a minimum number of public stockholders. In addition to objective standards, these exchanges or marketplaces may delist or cease to quote the securities of any issuer if, in the exchange’s opinion, our financial condition and/or operating results appear unsatisfactory; if it appears that the extent of public distribution or the aggregate market value of the security has become so reduced as to make continued listing inadvisable; if we sell or dispose of our principal operating assets or ceases to be an operating company; if we fail to comply with the listing requirements; or if any other event occurs or any condition exists which, in their opinion, makes continued listing on the exchange inadvisable.

If the TSX-V, the OTCQB or any other exchange or quotation service were to delist or cease to quote our common stock, investors may face material adverse consequences, including, but not limited to, a lack of trading market for the shares of our common stock, reduced liquidity, decreased analyst coverage, and/or an inability for us to obtain additional financing to fund our operations.

We face risks related to compliance with corporate governance laws and financial reporting standards.

The Sarbanes-Oxley Act of 2002, as well as related new rules and regulations implemented by the SEC and the Public Company Accounting Oversight Board, require changes in the corporate governance practices and financial reporting standards for public companies. These laws, rules and regulations, including compliance with Section 404 of the Sarbanes-Oxley Act of 2002 relating to internal control over financial reporting, referred to as Section 404, materially increase our legal and financial compliance costs and make certain activities more time-consuming and burdensome.

Risks Related to the Offering

Resales of shares of our common stock in the public market may cause the trading price to fall.

Resales of a substantial number of shares of our common stock could depress the trading price of shares of our common stock. The resale by the selling shareholders of shares of our common stock or shares of our common stock issuable upon exercise of March 2026 Warrants could reduce the trading price of the stock and could result in resales of our common stock by our other current stockholders. If our stockholders sell substantial amounts of our common stock in the public market after the date hereof, the trading price of our common stock could fall.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

Except for statements of historical facts, this prospectus contains forward-looking statements involving risks and uncertainties. The words “anticipate,” “believe,” “estimate,” “expect,” “future,” “intend,” “plan” or the negative of these terms and similar expressions or variations thereof are intended to forward looking statements. Such statements reflect our current views with respect to future events and are subject to risks, uncertainties, assumptions and other factors (including the risks contained in the section of this registration statement on Form S-1 entitled “Risk Factors”) relating to our industry, our operations and results of operations and any businesses that may be acquired by us. Should one or more of these risks or uncertainties materialize, or should the underlying assumptions prove incorrect, actual results may differ significantly from those anticipated, believed, estimated, expected, intended or planned.

Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results. The following discussion should be read in conjunction with our financial statements and the related notes included in this registration statement on Form S-1.

USE OF PROCEEDS

This prospectus relates to the sale or other disposition of shares of our common stock by the selling shareholders listed in the “Selling shareholders and Certain Beneficial Owners” section below, and their transferees. We will not receive any proceeds from any sale of our common stock by the selling shareholders. We will receive the exercise price of the Warrants. Any proceeds received from exercise of March 2026 Warrants will be used for payment of general corporate and operating expenses.

DESCRIPTION OF THE COMPANY’S BUSINESS

The Bunker Hill Mine

History

Initial discovery and development of the Mine property began in 1885, and from that time until the Mine closed in 1981 it produced over 35.8 million tons of ore at an average mined grade of 8.76% lead, 4.52 ounces per ton silver, and 3.67% zinc, which represented 162Moz of silver, 3.16M lbs. of lead and 1.35M lbs. of zinc (Bunker Limited Partnership, 1985). Throughout the 95-year operating history, there were over 40 different lead-silver-zinc orebodies discovered and mined. Although known for its significant lead and zinc production, 45-50% of the Net Smelter Value of its historical production came from its silver. We and the Sullivan Mining Company had a strong history of regular dividend payments to stockholders from the time we went public in 1905 until it was acquired in a hostile takeover by Gulf Resources in 1968.

The Mine and Smelter Complex were closed in 1981 when Gulf Resources was not able to continue to comply with new regulatory structures brought on by the passage of environmental statutes and as then enforced by the EPA. At closure it was estimated to still contain significant mineral resources (Bunker Limited Partnership, 1985). The Bunker Hill Lead Smelter, Electrolytic Zinc Plant and historic milling facilities were demolished in or around 1986, and the area became part of the “National Priority List” for cleanup under EPA regulations. The cleanup of the smelter, zinc plant, and associated sites has been completed, and management believes the Mine is well positioned for development and an eventual return to production.

Property Map of Bunker Hill Mine Land Ownership

A more detailed description of the Mine can be found in the “Technical Report Summary” section of this report, including the current mineral resource estimate, mineral reserves, an economic summary, property description and ownership, geology and mineralization, environmental studies and permitting, metallurgical testing, mining method, recovery methods, and current exploration and development.

Restart Project Activities

In early 2020, a new management team comprised of former executives from Barrick Gold Corp. assumed leadership of us. Since that time, we have conducted multiple exploration campaigns, published multiple economic studies and mineral resource estimates, and advanced the rehabilitation and development of the Mine. In December 2021, we announced a project finance package with Sprott, an amended Settlement Agreement with the EPA, and the purchase of the Bunker Hill Mine, setting the stage for a restart of the Mine.

In January 2022, with the closing of the purchase of the Bunker Hill Mine, the funding of the $8,000,000 Royalty Convertible Debenture and $6,000,000 Series Convertible Debenture, and the announcement of an MOU for the purchase of the Pend Oreille process plant from a subsidiary of Teck, we embarked on a program of activities with the goal of achieving a restart of the Mine.

Technical Report Summary

The following summary is extracted from the S-K 1300 Technical Report Summary, Bunker Hill Mine Pre-Feasibility Study, Coeur D’Alene Mining District Shoshone County, Idaho, USA with a Report Date of April 14, 2023 and an Effective Date of August 29, 2022 (the “Technical Report Summary”). The following information does not purport to be a complete summary of the Technical Report Summary, is subject to all the assumptions, qualifications and procedures set out in the Technical Report Summary and is qualified in its entirety with reference to the full text of the Technical Report Summary. Each of the Qualified Persons of the Technical Report Summary is an independent qualified person under the definitions of Item 1300 of Regulation S-K (each a “Qualified Person”, and together the “Qualified Persons”) and have approved the summary of the Technical Report Summary below.

Technical Report Summary

The Technical Report Summary describes the mining and processing operations at our 100% owned Bunker Hill Mine located near the town of Kellogg, Idaho.

The Technical Report Summary considers a processing approach at the Mine where lead (Pb), silver (Ag) and zinc (Zn) mineralization is mined underground. Mineralized material will be conventionally milled and then concentrated by flotation of lead and silver followed by flotation of zinc. Metal rich concentrates will then be sold to smelters in North America or overseas. Mill tailings will be deposited underground in the historic mining voids located throughout the project.

Economic and Life of Mine highlights of the Technical Report Summary are listed in Table 1-3 and Table 1-4. Table 1-1 lists the mineral resource estimate for the Bunker Hill Mine and Table 1-2 lists the mineral reserves for the Bunker Hill Mine. Mineral resources are not mineral reserves and do not have demonstrated economic viability. There is no certainty that all or any part of the mineral resources will be converted into mineral reserves.

Quality Assurance/Quality Control

Our internal controls were employed on the 5,067 samples collected during the data verification and drilling programs. Various laboratories were used in the analytical process and the results verified using industry accepted Quality Assurance and Quality Control procedures (“QAQC”). QAQC procedures included the submission of blanks and certified standard reference material with the submittal of samples. Blanks were analyzed in order to verify the accuracy of the sample preparation process. Certified standard reference material results were evaluated in order to assess the accuracy of the laboratory assaying procedure. Additionally, preparation duplicates were submitted in order to assess the accuracy of sample collection at the project site. Any failures from expected results were addressed and explained before being used for mineral resource estimates.

Risks and uncertainties exist in the quantification of the spatial distribution on mineralization. These risks are inherent in estimation of mineral resources. Samples themselves have uncertainty related to sampling collection errors and the homogeneity of the deposit. Wider spaced drilling has more uncertainty than closely spaced drilling. Capping of high-grade outliers was used to ensure that the mineral content of the deposit was not overstated. High grade outlier samples will tend to overestimate the metal content of the mineral deposit. The block model for the deposit was constructed using sufficient sized blocks to account for mining dilution and uncertainties related to the actual physical distribution of mineralization. Domains were utilized to minimize the estimation of mineralization into rock units that do not host mineralization. These underlying factors and risks were considered in the final conclusion of the mineral resource estimate.

Mineral Resource Estimate

Geostatistics and estimates of mineralization were prepared by Resource Development Associates Inc. Industry accepted grade estimation techniques were used to develop global mineralization block models for the Newgard, Quill and UTZ zones. The mineral resource estimate considers underground mining and mill processing as a basis for reasonable prospects of eventual economic extraction. The total mineral resource estimate for the Bunker Hill Mine is listed in Table 1-1 at a cutoff grade of net smelter return (NSR) 70 $/ton. Mineral Resources are classified according to Item 1302(d)(1)(iii)(A) of Regulation S-K.

Table 1-1 Bunker Hill Mine Mineral Resource Estimate (Exclusive of Mineral Reserves), December 31, 2025 – Resource Development Associates Inc.

(1) The mineral resource estimate was prepared by Resource Development Associates Inc.

(2) Measured, Indicated and Inferred classifications are classified according to Item 1302(d)(1)(iii)(A) of Regulation S-K.

(3) Mineral resources that are not mineral reserves do not have demonstrated economic viability.

(4) Net smelter return (NSR) is defined as the return from sales of concentrates, expressed in U.S.$/t (i.e., NSR = (Contained metal) * (Metallurgical recoveries) * (Metal Payability %) * (Metal prices) – (Treatment, refining, transport and other selling costs)). For the mineral resource estimate, NSR values were calculated using updated open-cycle metallurgical results including recoveries of 85.1%, 84.2% and 88.2% for Zn, Ag and Pb, respectively, and concentrate grades of 58% Zn in zinc concentrate, and 67% Pb and 12.13 oz/ton Ag in lead concentrate.

(5) Mineral resources are estimated using a zinc price of $1.20 per pound, silver price of $20.00 per ounce, and lead price of $1.00 per pound.

(6) Historic mining voids, stopes and development drifting have been depleted from the mineral resource estimate.

(7) Totals may not add up due to rounding.

(8) Mineral resources are reported exclusive of mineral reserves. The reserves disclosed in the report represent measured mineral resources and indicated resources that were evaluated with modifying factors related to underground mining.

(9) The point of reference for mineral resources is in situ mineralization.

Mineral Reserves

Mineral reserves have been estimated for the Quill, Newgard and UTZ sections of the Bunker Hill Mine. Measured and indicated mineral resources were converted to probable mineral reserves for the Mine. Measured mineral resources were converted to probable mineral reserves because of uncertainties associated with modifying factors that were taken into account in the conversion from mineral resources to mineral reserves.

Measured and indicated mineral resources were converted to probable mineral reserves by evaluating operating cost, projected metal revenues and estimated stope shapes and geometries. The general widths, plunge and shape of the Quill and Newgard mineralization lends itself well to transverse (perpendicular to strike) long hole open stoping (LHOS) with fill utilizing rubber tire equipment. The UTZ deposit is more amenable to cut-and-fill (CF) methods due to its shape and geometry. Extraction of the planned mine shapes is assumed to be 100% of the NSR $80/ton plan. Breakeven NSR is $70/ton for LHOS and $75/ton for cut-and-fill stopes.

Mineral reserves were classified in accordance with Item 1302(e)(2) of Regulation S-K. The mineral reserve statement is presented in Table 1-2. Mineral reserves are estimated at an NSR value cutoff of $80/short ton at the reference point of saleable mill concentrates with an effective date of August 29, 2022.

Table 1-2 Bunker Hill Mineral Reserve Estimate, December 31, 2025 – Minetech, USA, LLC

(1) Planned dilution is zero grade waste included in the designed stope shapes and probable tonnages.

(2) Unplanned dilution is 5% external dilution added at zero grade.

(3) Mineral reserves stated are inclusive of all above mentioned dilutions and are factored for ore loss due to mining activities.

(4) Net smelter return (NSR) is defined as the return from sales of concentrates, expressed in U.S.$/t (i.e., NSR = (Contained metal) * (Metallurgical recoveries) * (Metal Payability %) * (Metal prices) – (Treatment, refining, transport and other selling costs)). For the mineral reserve estimate, NSR values were calculated using updated open-cycle metallurgical results including recoveries of 85.1%, 84.2% and 88.2% for Zn, Ag and Pb, respectively, and concentrate grades of 58% Zn in zinc concentrate, and 67% Pb and 12.13 oz/ton Ag in lead concentrate.

(5) Mineral reserves are estimated using a zinc price of $1.20 per pound, silver price of $20.00 per ounce, and lead price of $1.00 per pound.

(6) Historic mining voids, stopes and development drifting have been depleted from the mineral reserve estimate.

(7) Totals may not add up due to rounding.

Economic Summary

The summary of the current projected financial performance of the Bunker Hill Mine is listed in Table 1-3. Sensitivities are summarized in Table 1-4.

Table 1-3 Bunker Hill Project Economic Summary

Year	Initial Capex		1		2		3		4		5		TOTAL		ANNUAL AVERAGE

Metal Prices
Zinc ($/lb)	1.5		1.4		1.3		1.25		1.25		1.25		1.29		1.29
Lead ($/lb)	0.95		0.95		0.95		0.95		0.95		0.95		0.95		0.95
Silver ($/oz)	22		22		22		21.5		21.5		21.5		21.7		21.7
Mine plan
Ore mined (kt)	77		652		655		655		655		665		3,360		657
Zinc grade (%)	5.90	%	5.60	%	4.70	%	5.70	%	5.70	%	5.90	%	5.50	%	5.50	%
Lead grade (%)	2.10	%	2.40	%	2.70	%	2.90	%	2.40	%	1.90	%	2.50	%	2.50	%
Silver grade (oz/t)	0.5		0.7		1.3		1.4		1.2		0.8		1.1		1.1
Zinc eq grade (%)	7.70	%	8.00	%	8.10	%	9.40	%	8.80	%	8.20	%	8.50	%	8.50	%
Production
Zinc concentrate (t)	6,671		53,504		44,852		54,997		55,061		57,909		272,995		53,265
Lead concentrate (t)	2,091		20,945		23,577		25,078		20,955		16,605		109,251		21,432
Zn grade - Zn conc (%)	58.00	%	58.00	%	58.00	%	58.00	%	58.00	%	58.00	%	58.00	%	58.00	%
Pb grade - Pb conc (%)	67.00	%	67.00	%	67.00	%	67.00	%	67.00	%	67.00	%	67.00	%	67.00	%
Ag grade - Pb conc (oz/t)	14.4		18.6		31.5		30.1		31		27.4		27.6		27.7
Zn prod. - Zn conc (klbs)	7,738		62,065		52,029		63,796		63,871		67,174		316,674		61,787
Pb prod. - Pb conc (klbs)	2,802		28,067		31,593		33,605		28,080		22,251		146,397		28,719
Ag prod. - Pb conc (koz)	30		390		742		754		649		455		3,020		598
Zinc eq produced (klbs)	9,954		87,233		87,679		102,310		96,375		91,909		475,460		93,101
Cost metrics
Mining ($/t)			35		38		37		35		41		37		37
Processing ($/t)			21		21		21		21		21		21		21
G&A ($/t)			9		9		9		9		6		9		9
Opex - total ($/t)			65		68		67		65		69		67		67
Sustaining capex ($/t)			18		22		19		41		8		21		21
Cash costs: by-prod. ($/lb Zn payable)			0.61		0.42		0.36		0.45		0.64		0.5		0.5
AISC: by-prod. ($/lb Zn payable)			0.82		0.74		0.59		0.95		0.73		0.77		0.77
FCF & Valuation ($000’s)
Zinc revenue			73,857		57,492		67,784		67,863		71,373		338,368		67,674
Lead revenue			25,330		28,513		30,328		25,342		20,081		129,595		25,919
Silver revenue			7,900		15,515		15,406		13,256		9,260		61,337		12,267
Gross revenue			107,087		101,520		113,518		106,461		100,714		529,300		105,860
TC - Zinc conc			-16,257		-11,138		-13,657		-13,673		-14,380		-69,105		-13,821
TC - Lead conc			-3,698		-4,162		-4,428		-3,700		-2,932		-18,919		-3,784
RC - Lead conc			-449		-882		-896		-771		-538		-3,535		-707
Land freight			-2,193		-2,019		-2,360		-2,239		-2,192		-11,002		-2,200
Net smelter return			84,491		83,319		92,178		86,079		80,672		426,739		85,348
Mining costs			-22,828		-24,592		-23,971		-22,927		-27,454		-121,772		-24,354
Processing costs			-13,766		-13,842		-13,842		-13,842		-14,053		-69,346		-13,869
G&A costs			-6,050		-6,063		-6,063		-6,063		-4,257		-28,496		-5,699
EBITDA			41,847		38,822		48,302		43,247		34,908		207,126		41,425
Sustaining capex			-11,475		-14,127		-12,651		-26,982		-5,215		-70,450		-14,090
Initial capex	-54,853												-54,853		-
Land & salvage value											12,281		12,281		12,281
Pre-tax free cash flow	-54,853		30,372		24,695		35,650		16,266		41,974		94,103		29,791
Taxes	-511		-1,394		-1,382		-2,218		-1,155		-1,224		-7,884		-1,475
Free cash flow	-55,364		28,978		23,313		33,432		15,111		40,750		86,219		28,317
NPV (5%)	62,826
NPV (8%)	51,813
IRR (%)	36.00	%
Payback (years)	2.1

Table 1-4 Sensitivity Analysis

Property Description and Ownership

The Bunker Hill Mine is located in Shoshone County, Idaho with portions of the Mine located within the cities of Kellogg and Wardner, Idaho in northwestern USA. The Kellogg Tunnel, which is the main access to the Mine, is located at 47.53611°N latitude, 116.1381W longitude. The approximate elevation for the above cited coordinates is 2366 ft.

On December 15, 2021, we signed a Purchase and Sale Agreement (PSA) with Placer Mining Corporation and both William and Shirley Pangburn to acquire full ownership of the subsequently listed mineral titles in addition to other surface rights and real property associated with land and structures of the Bunker Hill Mine.

On January 7, 2022, we closed the purchase of the Bunker Hill Mine. Mine assets were purchased for $7,700,000, with $300,000 of previous lease payments and a deposit of $2,000,000 applied to the purchase, resulting in cash paid at closing of approximately $5,400,000. The EPA obligation of $19,000,000 was assumed by us as part of the acquisition.

Geology and Mineralization

The Northern Idaho Panhandle Region in which the Bunker Hill Mine is underlain by the Middle Proterozoic-aged Belt-Purcell Supergroup of fine-grained, dominantly siliciclastic sedimentary rocks, which extends from western Montana (locally named the Belt Supergroup) to southern British Columbia (locally named the Purcell Supergroup) and is collectively over 23,000 feet in total stratigraphic thickness.

Mineralization at the Bunker Hill Mine is hosted almost exclusively in the Upper Revett formation of the Ravalli Group, a part of the Belt Supergroup of Middle Proterozoic-aged, fine-grained sediments. Geologic mapping and interpretation progressed by leaps and bounds following the recognition of a predictable stratigraphic section at the Bunker Hill Mine and enabled the measurement of specific offsets across major faults, discussed in the following section. From an exploration and mining perspective, there were two critical conclusions from this research: all significant mineralized shoots are hosted in quartzite units where they are cut by vein structures, and the location of the quartzite units can be projected up and down section, and across fault offsets, to target extensions and offsets of known mineralized shoots and veins.

Mineralization at Bunker Hill Mine falls in four categories, described below from oldest to youngest events:

Bluebird Veins (BB): W–NW striking, SW-dipping, variable ratio of sphalerite-pyrite-siderite mineralization. Thick, tabular cores with gradational margins bleeding out along bedding and fractures.

Stringer/Disseminated Zones: Disseminated, fracture controlled and bedding controlled blebs and stringer mineralization associated with Bluebird structures, commonly as halos to vein-like bodies or as isolated areas where brecciated quartzite beds are intersected by the W-NW structure and fold fabrics.

Galena-Quartz Veins (GQ): E to NE striking, S to SE dipping, quartz-argentiferous galena +/-siderite-sphalerite-chalcopyrite-tetrahedrite veins, sinuous-planar with sharp margins, cross-cut Bluebird veins.

Hybrid Zones: Formed at intersections where GQ veins cut BB veins, with open space deposition of sulfides and quartz in the vein refraction in quartzite beds, and replacement of siderite in the BB vein structure by argentiferous galena from the GQ vein.

Environmental Studies and Permitting

Because the Mine is on patented mining claims (privately-owned land), only a limited number of permits are required for mining and milling operations. These relate to (1) air quality and emissions from crushing, milling and processing and (2) any refurbishment of surface buildings that may require construction permits.

The Bunker Hill Mine is located within the Bunker Hill Superfund site (EPA National Priorities Listing IDD048340921). Cleanup activities have been completed in Operable Unit 2 of the Bunker Hill Superfund Site where the Mine is located, though water treatment continues at the Central Treatment Plant (the “CTP”) located near Bunker Hill Mine. The CTP is owned by the EPA and is operated by its contractors.

We entered into a Settlement Agreement and Order on Consent with the EPA and the DOJ on May 14, 2018. Section 9, Paragraph 33 of that agreement stipulates that BHMC must obtain a National Pollutant Discharge Elimination System (“NPDES”) permit for effluent discharged by Bunker Hill Mine by May 14, 2023. This obligation currently exists and will be reviewed at a point in time when restart activities are planned to occur.

We will initiate a voluntary Environmental, Social and Health Impact Assessment (“ESHIA”) for the activities described in the Technical Report Summary and for our business model as a whole. We intend to complete such a study that will conform with ISO, IFC, and GRI standards after receiving all of our required operational and environmental permits.

Metallurgical Testing

Resource Development Inc. (Rdi) initiated metallurgical test work on three samples designated Newgard, Quill and Utz, with the primary objective of determining the process flowsheet and the metal recoveries and concentrate grades. Flotation testing was completed through locked-cycle testing, the results of which are displayed in table 1-5

Table 1-5 Summary of Locked-Cycle Flotation Test Results

The open-cycle and locked-cycle tests were completed at a primary grind of P₈₀ 270 mesh for rougher flotation. Rougher scavenger flotation was included in both the lead and zinc circuits to increase the amount of value sent to the cleaner stages. Regrind of the lead rougher concentrate with a pebble mill was completed to a particle size of approximately P₈₀ 400 mesh for cleaner flotation. No regrind was completed with the zinc rougher concentrate.

We have contracted SGS Canada Inc (SGS) to conduct a metallurgical study to further evaluate and optimize metal recovery for the Bunker Hill Mine. The primary objective of the test program is to complete metallurgical test work to improve met results over the Pre-feasibility Study (PFS) performed by Rdi for the Bunker Hill Mine.

Figure 1-1 Locked-Cycle Test Process Flowsheet

Mining Method

Long-hole stoping with fill (LHOS), cut-and-fill and possibly room-and-pillar mining with fill are the only methods viable for sustained operations today. LHOS is the preferred mining method with limited cut-and-fill mining at Bunker Hill Mine. Room-and-pillar mining is not in the current plan. Timbered ground support has been replaced with newer ground support technology of rock bolts, mesh, shotcrete and steel sets as required.

Beginning in October of 2021 and completed in April of 2022, we conducted a geotechnical investigation of the underground conditions at the Bunker Hill Mine. Data collection involved a data analysis of rock quality designation (RQD) values logged with previous exploration drilling, geotechnical logging of recently drilled rock cores and an extensive investigation of pre-existing underground excavations and development. Ground conditions are generally good to excellent at Bunker Hill Mine and the rest of the mines in the Silver Valley. Bunker Hill Mine does not have a history of rock burst events that are frequent in the deeper mines to the east.

Recovery Methods

We plan to reconstruct a crush-grind-flotation-concentration mill from the nearby Pend Oreille mine in northern Washington on the Bunker Hill Kellogg Mine Yard. The future structures to house the grind-flotation-concentration circuit, the secondary crushing circuit and concentrate storage facilities will need to be constructed.

The process consists of a primary and secondary ore crushing circuit, then a primary grinding circuit followed by two separate flotation circuits to recover lead, zinc, silver and gold into two separate concentrate products: a lead, silver, gold concentrate and a zinc concentrate. Approximately 648,000 short tons of ore will be processed a year at a rate of 1,800 short tons per day (stpd), or 79 short tons per hour (stph) at 95% availability.

Figure 1-2 Bunker Hill Process Flowsheet

Current Exploration and Development

We have a rare exploration opportunity available at the Bunker Hill Mine and have embarked on a new path to fully maximize the potential. A treasure trove of geologic and production data has been organized and preserved in good condition in the mine office since the shutdown of major mine operations in the early 1980s. This data represents 70+ years of proper scientific data and sample collection, with high standards of accuracy and precision that were generally at or above industry standards at the time.

We saw the wealth of information that was available but not readily usable and embarked on a scanning and digitizing program. From this, we were able to build a three-dimensional (“3D”) digital model of the mine workings and 3D surfaces and solids of important geologic features. To add to this, all the historic drill core lithology logs and assay data (>2900 holes) was entered into a database and imported with the other data into Maptek Vulcan 3D software.

In addition to both continued geologic digitization and the completed 2021 exploration drill program, we have performed a geophysical survey over the summer of 2021. The survey was conducted as a ground geophysical 3DIP survey through DIAS Geophysical Ltd out of Saskatoon, Saskatchewan.

Conclusions

The Pre-Feasibility level analyses demonstrates that the restart of the Bunker Hill Mine can reasonably be expected to generate a positive return on investment with an after-tax internal rate of return (IRR) of 36% based on the reserves presented. It is reasonable to expect the conversion of inferred resources to indicated resources and indicated resources to measured resources to continue. Inferred mineral resources are considered too geologically speculative to have economic considerations applied to them to be classified as a mineral reserve.

The Technical Report Summary is based on all available technical and scientific data available as of August 29, 2022. Mineral resources are considered by the Qualified Persons to meet the reasonable prospects of eventual economic extraction due two main factors: (1) cut-off grades are based on scientific data and assumptions related to the project and (2) mineral resources are estimated only within blocks of mineralization that have been accessible in the past by mining operations as well as by using generally accepted mining and processing costs that are similar to many projects in Idaho.

Recommendations

Continued analysis and interpretation of the geophysical survey results should aid to guide future exploration activities outside of historical mine working areas. Additional exploration drilling, with the advancement of underground mine development, is also advised due to the proximity of future development to under-explored areas of historical workings. Continued digitization and interpretation of historical mapping and research will aid to guide future underground and surface exploration activities.

Completion of issued for construction (IFC) level drawings for the mineral processing facilities is recommended.

Completion of IFC-level engineering drawings related to the paste backfill plant are recommended. Final tails product material generated from additional metallurgical testing will work to optimize binder compositions and have the potential to reduce backfill operating expenses or costs.

Additional geotechnical studies are recommended with the advancement of underground development. Continued geotechnical diamond drilling associated with future resource delineation and exploration drilling activities will provide a better sample set for rock strength testing and geotechnical logging. Future underground development will also allow for the investigation of previously mined areas and association of historical span allowances based on previous ground support methods.

Additional resource delineation and conversion drilling and mine block modeling should continue to increase the conversion of inferred resources to indicated resources.

Table 1-6 Proposed Work Program to Advance Bunker Hill

Activity	Amount ($ in millions)
Geophysical Interpretation and Additional Geophysics	$	0.05
Environmental Studies	$	0.03
Geotechnical Studies	$	0.15
Mill and Process Plant Engineering	$	1.70
Hydraulic Backfill and Tailing Placement Engineering	$	0.50
Total Recommended Budget	$	2.43

Project Infrastructure

The Bunker Hill Mine complex is a mature mine with much of the underground infrastructure and development still in place. The mill, smelter and tailing impoundment have been removed, and these sites have been reclaimed. Part of the reclamation included surface water diversion structures, which are still in use and are maintained in good condition. The original Bunker Hill Mine offices, car and maintenance shops, and change house are located near the Kellogg Tunnel (KT) portal and are in serviceable condition.

The Bunker Hill Mine is located in Kellogg, Idaho, along the Interstate 90 corridor on the west side of what is traditionally known as the Silver Valley. It is 60 miles from the Spokane, Washington airport to the west and 125 miles to the Missoula, Montana airport to the east. The Silver Valley of north Idaho is a desirable place to live and is home to an enthusiastic and talented underground mining work force.

Mine power requirements have been met and completed with the Avista Kellogg substation, located next to our main offices supplying power to the Mine and other local consumers. There are two existing distribution lines now supplying the Mine from the Kellogg Avista substation. One feeds the surface mine facilities and the underground loads from the Kellogg side, and the other feeds the Wardner mine yard and facilities. The current three-phase 2.5 kilovolt (kV) mine distribution system on the Kellogg side was upgraded to three-phase 13.2kV during the year ended December 31, 2023.

Mine discharge water now gravity drains out the nine-level through the Kellogg Tunnel via a ditch adjacent to the rail line to the portal. It is then routed to a water treatment plant constructed by the EPA and currently operated by the IDEQ.

We commissioned Patterson & Cooke North America to perform tradeoff studies for costing and operating the mine backfill and tailing placement facilities. Results from the tradeoff studies led to the location of the plant on surface, both adjacent to the mill and at Wardner. Tailings thickening will take place inside the mill/process facility building, with the underflow being pumped to the tailings filtration plant located adjacent to the mill/process building. Vacuum filtration will take the thickened tailings and produce a filter cake material, which will be deposited and stored in a load-out facility at the plant. A surface loader will transfer the filter cake tailings into overland haul trucks to deliver the material up to the Wardner side of operations along the return route from run-of-mine (ROM) ore haulage. Once delivered to the storage facility at Wardner, material will be loaded into the paste plant, combined with an ordinary cement binder, and subsequently pumped underground via a reticulated piping system.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

SPECIAL NOTE OF CAUTION REGARDING FORWARD-LOOKING STATEMENTS

Certain statements in this report, including statements in the following discussion, are what are known as “forward looking statements,” which are basically statements about the future. For that reason, these statements involve risk and uncertainty since no one can accurately predict the future. Words such as “plans,” “intends,” “will,” “hopes,” “seeks,” “anticipates,” “expects” and the like often identify such forward looking statements, but are not the only indication that a statement is a forward-looking statement. Such forward looking statements include statements concerning our plans and objectives with respect to our present and future operations, and statements which express or imply that such present and future operations will or may produce revenues, income or profits. Numerous factors and future events could cause us to change such plans and objectives or fail to successfully implement such plans or achieve such objectives, or cause such present and future operations to fail to produce revenues, income or profits. Therefore, the reader is advised that the following discussion should be considered in light of the discussion of risks and other factors contained in this report and in our other filings with the SEC. No statements contained in the following discussion should be construed as a guarantee or assurance of future performance or future results.

Background and Overview

Our focus is the development and restart of our 100% owned flagship asset, the Bunker Hill Mine, in Idaho, USA. The Mine remains the largest single producing mine by tonnage in the Silver Valley region of northwest Idaho, producing over 165 million ounces of silver and 5 million tons of base metals between 1885 and 1981. 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.

Since early 2020, we have conducted multiple exploration campaigns, published multiple economic studies and mineral resource estimates, and advanced the rehabilitation and development of the Mine. In December 2021, we announced a project finance package with Sprott, an amended Settlement Agreement with the EPA, and the purchase of the Bunker Hill Mine. In 2022, we completed the purchase of a package of equipment and parts inventory from Teck’s Pend Oreille operation. The package comprises substantially all the mineral processing equipment including complete crushing, grinding and flotation circuits suitable for a planned ~1,500 ton-per-day operation at our site, and total inventory of components and parts for the mill, assay lab, conveyer, field instruments, and electrical spares.

During the fourth quarter of 2022, we moved into the development stage concurrent with (i) purchasing the Mine and a process plant, (ii) completing successive technical and economic studies, including a Prefeasibility Study, (iii) delineating mineral reserves, and (iv) conducting the program of activities to restart the mine.

During 2024, we entered into definitive agreements with Monetary Metals Bond III LLC, an entity established by Monetary Metals & Co., for the 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. During 2024, we borrowed 1,148,784 ounces of silver under this Silver Loan in six separate tranches for net proceeds of $26,278,261. In conjunction with the borrowings under this Silver Loan, we issued 85,714 warrants , with exercise prices ranging from C$4.20 to C$6.65.

During 2025, we completed a major restructuring of our balance sheet, including the conversion of certain outstanding debt into equity, and the modification of certain existing royalty and stream financing arrangements with Sprott Streaming, and also issued 19,527,594 shares of common stock in two private placements for net proceeds of $61,803,983, including net proceeds from the settlement of certain amounts owing to creditors, insiders and contractors through the issuance of common shares. Teck participated in the private placements and, as a result, became a related party alongside Sprott Streaming, holding more than 10% of our equity. See notes 10, 11 and 18 in Item 8, Financial Statements and Supplementary Data, for more detailed information. Concurrent with our balance sheet restructuring, we focused on the disciplined execution of the Bunker Hill Mine restart plan, prioritizing safety, environmental stewardship, infrastructure readiness, technical de-risking, and organizational development. The mine restart is expected to take place in 2026. However, the estimated timing of the mine restart is subject to change based on factors beyond our control.

During 2025, we also commenced discussions with the EPA and the IDEQ to advance a second amendment to the Amended Settlement Agreement. Specifically, we are seeking to restructure the ongoing obligations to the EPA and IDEQ. The EPA agreed to forebear enforcement of any late payments pursuant to the Amended Settlement Agreement to facilitate ongoing discussion of a second amendment of the Amended Settlement Agreement, including the payment due in November of 2025. The EPA reserves all rights to resume collection of late payments in the event discussion of a second amendment of the Amended Settlement Agreement fails.

During 2025, we also entered into an asset purchase agreement with Silver Dollar, to acquire the Ranger Page property which includes, six past-producing underground high-grade silver-lead-zinc mines located immediately adjacent to and to the west of the Bunker Hill Mine in the prolific Silver Valley mining district of Idaho, USA. We acquired the properties for total consideration of approximately $4,200,000 comprised of 666,667 shares of our common stock, subject to the below contractual escrow.

Release Date		Payment Shares Release to Vendor Parent from Contractual Escrow
6–month anniversary from December 11, 2025		66,667 Payment Shares
9–month anniversary December 11, 2025		66,667 Payment Shares
12–month anniversary of December 11, 2025		Balance of the Payment Shares (533,334 Payment Shares)

Additionally, during 2025, we received the approval of the majority of our stockholders, by way of the Stockholder Consent, to proceed with authority to implement the Reverse Stock Split. On March 5, 2026, we filed an amendment to our Certificate of Incorporation to implement the Reverse Stock Split based on a one-for-thirty five (1-for-35) consolidation ratio on March 6, 2026. Our common stock began trading on the TSXV and OTC on a reverse split-adjusted basis under our existing trade symbol “BNKR” and a temporary trade symbol “BHLLD,” respectively, at the opening of the market on March 6, 2026. All shares and per share amounts have been presented in our financial statements on a post consolidation basis.

In March 2026, we closed the LIFE Offering, and received cash consideration of approximately C$33,752,300.

Results of Operations

The following discussion and analysis provide information that is believed to be relevant to an assessment and understanding of our results of operation and financial condition for the years ended December 31, 2025, and 2024. Unless otherwise stated, all figures herein are expressed in U.S. dollars, which is our functional currency.

Comparison of the year ended December 31, 2025, and the year ended December 31, 2024

Revenue

During the years ended December 31, 2025, and December 31, 2024, we generated no revenue.

Expenses

During the years ended December 31, 2025 and December 31, 2024, we reported total operating expenses of $13,595,412 and $15,649,142, respectively. The operating expenses were lower year over year as activities in the current year focused on capital projects and therefore were capitalized into property plant and equipment.

Net Income and Comprehensive Income

We experienced a net loss of $93,132,015 for the year ended December 31, 2025 (compared to a net loss of $25,341,623 for the year ended December 31, 2024). In addition to the decrease in operating expenses (as described above), net loss for the year ended December 31, 2025 was primarily impacted by $49,386,219 loss on the fair value of the silver loan compared to a loss of $2,820,533 for the year ended December 31, 2024, due to the increase in spot and future estimated silver prices. Additionally, we recognized $6,469,025 loss on issuance of warrants relating to the bought deal equity raise compared to $nil for the year ended December 31, 2024. Financing costs increased $2,737,639 relating to the debt and equity transactions we closed during the year ended December 31, 2025. The change in derivative liabilities increased the loss in 2025 by $42,593,254 due to the increased number of warrants outstanding and the updates to key assumptions including the price of one share of our common stock (compared to a gain of $838,378 for the year ended December 31, 2024). The net loss for the year ended December 31, 2025, was offset by a gain on debt settlement of the stream debenture of $29,580,954, compared to $nil in the 2024 period due to the restructuring and a gain on revaluation of stream debenture of $4,149,606 compared to loss of $230,000 for the year ended December 31, 2024, due to updated key assumptions including commodity prices and timing of production.

We had a comprehensive loss of $90,410,580 and $29,152,646 for the year ended December 31, 2025, and December 31, 2024, respectively. Comprehensive (loss) income for the year ended December 31, 2025 and December 31, 2024, is inclusive of a $2,721,435 and ($3,811,023) change in fair value on own credit risk, respectively.

Liquidity and Capital Resources

Current Assets and Total Assets

As of December 31, 2025, the we had (i) total current assets of $23,296,106, compared to total current assets of $9,332,639 at December 31, 2024, an increase of $13,963,467; and (ii) total assets of $150,958,994, compared to total assets of $97,601,550 at December 31, 2024, an increase of $53,357,444. During the year ended December 31, 2025, our current assets increased due to cash proceeds from debt and equity offerings partially offset by cash expenditures on the process plant, purchasing of equipment and additions to the Bunker Hill Mine. Total assets increased as we completed some key infrastructure projects at Bunker Hill Mine in preparation of production commencing in 2026.

Current Liabilities and Total Liabilities

As of December 31, 2025, our total current liabilities were $16,838,089 and total liabilities were $207,030,036, compared to total current liabilities of $29,644,412 and total liabilities of $149,736,915 as of December 31, 2024. Total liabilities increased due to change in valuation inputs in the Silver Loan, the valuation of the loan was heavily correlated to the increase in the spot price of silver that occurred throughout the year ending December 31, 2025 and the issuance of warrants classified as a liability. This was partially offset by the repayment of the stream debenture, as well as a decrease in accounts payable and accruals due to timing of invoices and payments.

As of December 31, 2025, our total liabilities include $75,156,975 of warrants that are classified as a liability under US GAAP, as the instrument is exposed to foreign currency risks other than the changes in the value of the entity’s equity because the strike price of the warrants is denominated in C$ versus US$. Although classified as a liability, it does not represent a future cash outflow to the Company. We will settle any warrant exercises received with the issuance of our own shares together with the receipt of cash for those warrants exercised.

Working Capital and Stockholders’ Deficit

As of December 31, 2025, we had a working capital of $6,458,017 and a shareholders’ deficiency of $56,071,042, compared to working capital deficit of $20,311,773 and a shareholders’ deficiency of $52,135,365 as of December 31, 2024. The shareholders’ deficiency decreased due to equity raises we closed during the year ended December 31, 2025, partially offset by the net loss incurred in the same period.

Cash Flow

During the year ended December 31, 2025, we had a net cash increase of $14,155,628, primarily due to cash provided by financing activities relating to drawings on the loan facility and equity raises, partially offset by cash expenditures on the process plant, purchasing of equipment, and additions to the Bunker Hill Mine.

Subsequent Events

On January 5, 2026, we issued 45,098 shares of our common stock in connection with its election to satisfy interest payments under the outstanding convertible debentures for the three months ended December 31, 2025.

During the month of January 2026, we issued 122,858 shares of our common stock in connection with a stockholder’s warrant exercises.

On January 30, 2026, we closed the final tranche of the Silver Loan in the principal amount of $4,763,110, being the number of U.S. dollars equal to 50,958 ounces of silver. After deduction of financing costs and the three months ending February 8, 2026 interest payment on the principle amount of ounces outstanding and prepaying some of the May 8, 2026 interest payment we received $nil.

In February 2026 571,259 warrants expired unexercised.

During the month of February 2026, we issued 187,345 and 1,956 shares of our common stock in connection with a stockholder’s warrant and compensation option exercises, respectively.

On February 26, we exercised our option by paying C & E $1,939,627 to purchase the leased land parcel from C & E overlaying a portion of our existing mineral claims package.

On March 5, 2026, we closed the LIFE Offering. We issued 4,308,809 LIFE Units at a price of C$6.30 for gross proceeds of C$27,145,500 pursuant to the March 2026 Brokered Offering, which included the full exercise of the March 2026 Agents’ overallotment option. Each LIFE Unit consists of one March 2026 Unit Share and a March 2026 Warrant. Each March 2026 Warrant entitles the holder thereof to purchase one additional March 2026 Warrant Share at an exercise price of C$10.50 for a period of 36 months from issuance.

We also issued 255,048 LIFE Units at a price of C$6.30 for gross proceeds of C$1,606,800 under a concurrent private placement, pursuant to the March 2026 Non-Brokered Offering. Each LIFE Unit consists of one March 2026 Unit Share and March 2026 Warrant. Each March 2026Warrant entitles the holder thereof to purchase one additional March 2026 Warrant at an exercise price of C$10.50 for a period of 36 months from issuance.

In connection with the closing of the March 2026 Brokered Offering, we paid to the March 2026 Agents aggregate cash fees in the amount of C$1,786,390 and issued to the March 2026 Agents an aggregate of 258,271 March 2026 Compensation Options, representing: (i) 6.0% of the gross proceeds of the Brokered Offering, other than the gross proceeds raised from certain sales pursuant to the March 2026 President’s List Sales; and (ii) 3.0% of the gross proceeds raised from March 2026 President’s List Sales. Each March 2026 Compensation Option is exercisable to acquire one March 2026 Unit Share at a price of C$6.30 per share for a period of 24 months from issuance.

Concurrently with the LIFE Offering, we issued 840,336 shares to a cornerstone investor who exercised existing common share purchase warrants at C$5.95 for proceeds to us of C$5,000,000.

The effective date of the Reverse Stock Split based on a one-for-thirty five (1-for-35) consolidation ratio is March 6, 2026. Our common shares began trading on the TSXV and OTC on a reverse split-adjusted basis under the Company’s existing trade symbol “BNKR” and a temporary trade symbol “BHLL,” respectively, at the opening of the market on March 6, 2026. All shares and per share amounts have been presented in these financial statements on a post consolidation basis.

Critical Accounting Estimates

The preparation of the 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 is 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.

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 our 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

We have to make estimates to accrue for certain expenditures due to a 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.

We make monthly estimates of our water treatment costs, with a true-up to the annual invoice received from the IDEQ. Using the actual costs in the annual invoice, we will then reassess our estimate for future periods. Given the nature, complexity and variability of the various actual cost items included in the invoice, we have used the most recent invoice as our estimate of the water treatment costs for future periods.

Incremental Borrowing Rate

We estimate the incremental borrowing rate to determine the present value of future lease payments. Actual results may be different from estimates.

Borrowing Cost Capitalization rate

We make 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

We have no off-balance sheet arrangements.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following table sets forth our directors, executive officers, their ages, and all offices and positions held as of December 31, 2025. Directors are elected for a period of one year and thereafter serve until their successor is duly elected by the stockholders and qualified. Officers and other employees serve at the will of our Board.

Name	Position Held with Us	Age	Date First Elected or Appointed
Sam Ash	President, CEO and Director	47	April 14, 2020
Richard Williams	Executive Chairman and Director	59	March 27, 2020
Gerbrand van Heerden	CFO and Corporate Secretary	49	November 1, 2023
Mark Cruise	Director	55	June 30, 2022
Pamela Saxton	Director	73	October 30, 2020
Kelli Kast	Director	59	October 1, 2024
Dickson Hall	Former Director	72	January 5, 2018
Paul Smith	Former Director	54	July 5, 2023

Biographical Information

Sam Ash was a Partner at Barrick Gold Corp. (“Barrick”) from 2015 to 2018 and held various roles over a nine-year tenure between 2009 and 2018. His role at Barrick included three years as General Manager of the Lumwana Copper Mine in Zambia (2016–2018), Technical Support Manager to Barrick’s Copper Business Unit (2014–2016), General Support Manager on the Cortez Mine in Nevada (2012–2014) and Chief Engineer leading the roll-out of new Underground Mining standards in the USA and Tanzania (2011–2012). Prior to his time at Barrick, Mr. Ash served as Manager of New Operations for Veris Gold Corp. (formerly, Yukon-Nevada Gold Corp.), primarily on the Jerritt Canyon Mine in Nevada, and also as an Underground Mine Supervisor with Drummond Company, Inc. He achieved a Masters’ Degree in Leadership and Strategy at the London Business School and has a BS in Mining Engineering from the University of Missouri Rolla.

Richard Williams is an experienced mining executive and organizational leader with an established track-record of transformational leadership within the mining industry and other demanding environments. He is currently an advisor to companies facing complex operational, political or ESG challenges. Formerly the Chief Operating Officer of Barrick (2015–2018) and the company’s Executive Envoy to Tanzania (2017–2018), he has also served as Chief Executive Officer of the Afghan Gold and Minerals Company (2010-2014), non-executive director of Trevali Mining Corporation (2019–2022) and as a non-executive director of Gem Diamonds Limited (2007–2015). Prior to his commercial mining experience, Mr. Williams served as the Commanding Officer of the British Army’s Special Forces Regiment, the SAS. He holds an MBA from Cranfield University, a BSc in Economics from University College London and an MA in Security Studies from Kings College London.

Gerbrand van Heerden is an experienced financial executive with over 20 years of mining industry experience. From May 2020 to October 2023, Mr. van Heerden served as the Chief Financial Officer of BMC Minerals Limited. From November 2017 to May 2020, he served in various roles at Trevali Mining Corporation, including as Chief Financial Officer and Senior Vice President of Business Development/Finance. From March 2013 to October 2017, Mr. van Heerden served as the Chief Financial Officer of Rosh Pinah Zinc Corporation (Proprietary) Limited, a subsidiary of Glencore Plc. From October 2005 to March 2013, he served in various roles at Metorex Limited, including as General Manager of Metorex Commercial Services, a finance executive, and as Group Financial Controller. Mr. van Heerden started his professional career as a Tax and Assurance Manager with Deloitte. He is a CPA registered with the Chartered Professional Accountants of British Columbia and a CA(SA) registered in South Africa and holds a Bachelor of Commerce (Honors) Degree in Accounting from the University of Johannesburg.

Mark Cruise is a professional geologist with over 27 years of international exploration, development, and mining experience. A former polymetallic commodity specialist with Anglo American plc, Dr. Cruise founded and was Chief Executive Officer of Trevali Mining Corporation. Under his leadership, from 2007 to 2019, the company grew from an initial discovery into a global zinc-lead-silver producer with operations in the Americas and Africa. Dr. Cruise currently serves as a non-executive director of Velocity Minerals Ltd. (since 2017), NiCAN Ltd (since 2022), Interra Copper Corp (since 2023) and Volta Metals Ltd. (since 2023). He previously served as COO, CEO, and director of New Pacific Metals Corp. (2020–2022), a non-executive director of Abzu Resources (2010–2011), Prism Resources Inc. (2016–2019), Ethos Gold Corporation (2010–2015), and Tincorp Metals Inc. (formerly Whitehorse Gold Corp.) (2020–2022).

Kelli Kast has nearly 30 years of in-house legal experience, including twenty years as a top legal officer in the mineral resource industry. Ms. Kast currently serves as the Vice President, General Counsel and Chief Administrative Officer of Rare Element Resources, Ltd. (“RER”) (since July 2024). Prior thereto, she served in various capacities for RER including as a consultant (June 2015 through June 2024), interim President and CEO (March 2024 through May 2024), Director (August 2022 through August 2024) and as the Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary (July 2012 through May 2015). Prior to her tenure with RER, she served as Coeur d’Alene Mines Corporation’s Sr. Vice President, General Counsel, Chief Administrative Officer and Corporate Secretary from May 2009 to April 2012, and as the Vice President, General Counsel and Corporate Secretary from May 2005 to April 2009. From 2004 to 2005, Ms. Kast served as Corporate Counsel for HealtheTech Inc. From 1997 to 2003, she served as the Assistant General Counsel and Corporate Secretary for Global Water Technologies Inc. and Psychrometric Systems, Inc. Ms. Kast earned her Juris Doctor from the University of South Dakota School of Law and her Bachelor’s degree from the University of Idaho.

Pam Saxton is an experienced mining company executive and independent director. She currently serves as a director of Arizona Metals Corporation (since September 2025), Rare Element Resources, Ltd. (since August 2024). She has served on the board of Timberline Resources Corporation and as Audit Committee Chair from May 2021 to August 2024 and was a Board Member and Audit Committee Chair at Pershing Gold Corporation from 2017 to 2019. She also has served on the board of Aquila Resources Inc. from 2019 to 2021 and served on a North American Advisory Board for Damstra Technology – Damstra Holdings Limited from 2021 to 2022. As an executive, she served as Executive Vice President and CFO for Thompson Creek Metals Company (2008–2016) and as CFO for NewWest Gold Corporation (2006-2007). Having started her professional life working as an auditor for Arthur Andersen in Denver, Colorado, her career has included senior finance appointments in the American natural resources industry, including serving as VP Finance for Franco-Nevada Corporation’s U.S. Operations. Ms. Saxton is qualified to serve on the Board by virtue of her expertise in finance, accounting and auditing matters.

Family Relationships

There are no family relationships between any of our current directors or officers.

Involvement in Certain Legal Proceedings

We are not aware of any other legal proceedings in which any of our directors, officers or affiliates, any owner of record or beneficially of more than 5% of any class of our voting securities, or any associate of any such director, officer, affiliate or security holder, is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

Directorships

None of our executive officers or directors is a director of any company with a class of equity securities registered pursuant to Section 12 of the Exchange Act or subject to the requirements of the Exchange Act or any company registered as an investment company under the Investment Company Act of 1940.

Code of Ethics

Our Board has adopted a code of ethics that will apply to our principal executive officer, principal financial officer and principal accounting officer or controller and to persons performing similar functions. The code of ethics is designed to deter wrongdoing and to promote honest and ethical conduct, full, fair, accurate, timely and understandable disclosure, compliance with applicable laws, rules and regulations, prompt internal reporting of violations of the code and accountability for adherence to the code. We will provide a copy of our code of ethics, without charge, to any person upon receipt of written request for such, delivered to our corporate headquarters. All such requests should be sent care of Bunker Hill Mining Corp., Attn: Corporate Secretary, 300-1055 West Hasting, Vancouver, British Columbia, Canada, V6E 2E9.

Insider Trading Arrangements and Policies

We have adopted insider trading policies and procedures governing the purchase, sale, and/or other dispositions of our securities by directors, officers and employees, or us, that are reasonably designed to promote compliance with insider trading laws, rules and regulations, and any listing standards applicable to us.

EXECUTIVE COMPENSATION

Summary Compensation Table

The following table sets forth, for the years indicated, all compensation paid, distributed or accrued for services, including salary and bonus amounts, rendered in all capacities by our principal executive officer, chief financial officer and all other executive officers. The information contained below represents compensation paid, distributed, or accrued to our officers for their work related to us.

Name and Principal Position	Year	Salary ($)		Bonus ($)		Stock Awards⁽¹⁾ ($)		Option Awards ($)		Non-Equity Incentive Plan Compensation⁽²⁾ (#)		Non-qualified Deferred Compensation Earnings ($)		All other Compensation ($)		Total ($)

Richard Williams	2025		300,000		-		178,512		-		-		-		-		478,521
Executive Chairman	2024		285,000		-		208,328		-		103,530		-		-		596,858
Sam Ash	2025		311,250		-		193,397		-		-		-		-		504,647
Chief Executive Officer	2024		311,250		-		234,369		-		87,507		-		-		633,126
Gerbrand van Heerden⁽³⁾	2025		312,000		-		185,661		-		-		-		-		497,661
Chief Financial Officer	2024		312,000		-		91,072		-		84,739		-		-		487,811

	⁽¹⁾	The amounts reported in the above table reflect the aggregate grant date fair value of RSU awards, calculated in accordance with FASB ASC Topic 718. These values have been determined under the principles used to calculate the grant date fair value of equity awards for purposes of the Company’s financial statements, as set forth in Note 10 to this Annual Report on Form 10-K. All 2025 and 2024 C$ amounts have been converted to $ using the C$/US$ exchange rate as of the applicable grant date.
	⁽²⁾	The short-term incentive plan amounts earned with respect to 2025 have not been finalized as of the date of this report and will be disclosed in the Company’s proxy statement.

Outstanding Stock Options Awards at Fiscal Year End

The following table provides a summary of equity awards outstanding as of December 31, 2025, for each of the named executive officers.

Outstanding Equity Awards at 2025 Fiscal Year-End

	Option Awards⁽¹⁾						Stock Awards⁽¹⁾
Name of NEO and Position	Number of shares of common stock underlying unexercised Options (#) exercisable		Number of shares of common stock underlying unexercised Options (#) unexercisable		Option exercise price (C$)		Option expiration date		Number of shares or units of shares that have not vested (#)			Market or payout value of share awards that have not vested ($)⁽⁶⁾
Richard Williams, Executive Chairman		-		-		-		-		15,132	(2)		91,746
		-		-		-		-		48,697	(3)		295,252
		-		-		-		-		33,214	(4)		201,378
Sam Ash, CEO		-		-		-		-		17,023	(2)		103,211
		-		-		-		-		54,784	(3)		332,157
		-		-		-		-		35,981	(4)		218,154
Gerbrand van Heerden, CFO		-		-		-		-		9,601	(3)		58,211
		-		-		-		-		34,542	(4)		209,429

(1)	All C$ amounts have been converted to $ using the C$/US$ exchange rate as of December 31, 2025.

(2)	These restricted stock units (“RSUs”) vested on March 31, 2026.

(3)	Half of these RSUs vested on March 13, 2026, and the other half vests on March 13, 2027.

(4)	One-third of these RSUs vested on October 14, 2026, and the balance will vest in equal increments on June 30, 2027, and June 30, 2028.

(6)	Value is equal to the number of outstanding awards multiplied by C$8.31, the closing price on the TSXV for the shares of common stock on December 31, 2025.

Long-Term Incentive and Compensation Plans

As part of our overall compensation, we provide for time-based RSUs, Deferred Share Units (“DSUs”) and stock options (“Options,” and collectively with RSUs and DSUs, “Awards”) that may be granted to our, and our affiliates’, employees, officers and eligible consultants and directors. Recipients of Awards are defined as “Participants”.

The aim of our compensation program is to attract and retain highly qualified executives and to link compensation to performance and stockholder value. The compensation therefore must be sufficiently competitive to achieve this objective. The Board considers a number of factors in order to determine compensation, including our contractual obligations, the individual’s performance and other qualitative aspects of the individual’s performance and achievements, the amount of time and effort the individual will devote to us and our financial resources.

Our compensation program is comprised of:

	(a)	A base salary or management fee arrangement and benefits. The base salaries or management fee arrangements and benefits paid to the key executives are not based on any specific formula and are set so as to be competitive with other companies of similar size and state of development in the mineral industry. This component of our compensation program also includes sign-on incentives, which may be issued in the form of cash, RSUs, DSUs or Options.
	(b)	A short-term incentive program in the form of bonuses. Cash bonuses are paid to key executives based on individual, team, and performance and the executive’s position in us. Any bonus awards are at the sole discretion of the Board.
	(c)	Long-term incentives consist of DSUs, RSUs, and Options which provide the Board with additional long-term incentive mechanisms to align the interests of our directors, officers, employees, or consultants with stockholder interests. These incentives also provide for, among other things, an accelerated vesting of awards in the event of a change in control, thereby aligning our practices with current corporate governance best practices regarding a change in control.

The Board believes that equity-based compensation plans are the most effective way to align the interests of management with those of stockholders. Long-term incentives must also be competitive and align with our compensation philosophy.

We do not have a pension plan that provides for payments or benefits to our executive officers.

Change of Control Agreements

We have provided change of control benefits to NEO’s to encourage them to continue their employment in the event of a purchase, sale, reorganization, or other significant change in the business.

If the employment agreement of the senior officer is terminated by us without just cause, or resigns for good reason pursuant to the terms of the employment agreement, in each case at any time within 12 months of a change of control, we are required to make a lump sum severance payment equal to 24 months of base salary. In addition, at such time all Awards shall be deemed to have vested, and all restrictions and conditions applicable to such Awards shall be deemed to have lapsed and the Awards shall be issued and delivered.

Employment Agreements

We have employment agreements with our Executive Chairman, CEO, CFO, Vice President Business Development and Vice President Investor Relations, which provide for compensation and certain other benefits and for severance payments under certain circumstances. These agreements also contain clauses that become effective upon a change of control of us, as described above. We may be obligated to pay certain amounts to such employees upon the occurrence of any of the defined events in the various employment agreements.

Policies and Practices for Granting Certain Equity Awards

While we do not have a formal written policy in place with regard to the timing of awards of Options in relation to the disclosure of material non-public information, the Board does not seek to time equity grants to take advantage of information, either positive or negative, about us that has not been publicly disclosed. It has been our practice to grant equity awards to our officers and directors upon their appointment. We intend to issue equity grants to our officers and/or directors at the same time each year, typically in connection with our first meeting of the Board each fiscal year. Option grants are effective on the date the award determination is made by the Board, and the exercise price of Options is the closing market price of our common stock on the immediately preceding business day of the grant.

During the fiscal year ended December 31, 2025, we did not award any Options to an NEO in the period beginning four business days before the filing of a periodic report on Form 10-Q or Form 10-K, or the filing or furnishing of a current report on Form 8-K that discloses material non-public information, and ending one business day after the filing or furnishing of such report.

Director Compensation

The general policy of the Board is that compensation for independent directors should be a mix between cash and equity-based compensation. The cash compensation amount is based upon the role of each director in recognition for standing committee representation, chairing a standing committee, or serving as the lead independent director. Additionally, the Company reimburses directors for reasonable expenses incurred during the course of their performance. There are no long-term incentive or medical reimbursement plans. The Company does not pay directors, who are part of management, for Board service in addition to their executive compensation. The Board determines the amount of director compensation and has appointed the Compensation Committee of the Board to make recommendations regarding director compensation.

The following table provides information regarding compensation paid to our directors (other than a director who was a NEO) during the year ended December 31, 2025.

Director	Fees Earned or Paid in Cash ($)		Stock Awards(1)(2) ($)		Total ($)
Mark Cruise		57,200		97,783		154,983
Pam Saxton		43,450		75,218		118,668
Kelli Kast		39,500		18,805		58,305
Dickson Hall		75,175		-		75,175
Paul Smith		18,333		-		18,333

(1)

Represents DSUs granted to our non-employee directors. The amounts reported in this table reflect the grant date fair value of the DSUs computed in accordance with FASB ASC Topic 718 based on the share price on the applicable date of grant. For Messrs. Cruise, Mses. Saxton and Kast, the DSUs were calculated using a share price of C$7.53. For Messrs. Cruise, and Mses. Saxton and Kast, the DSUs reported in this table vested on October 14, 2025.

(2)

At December 31, 2025, the aggregate number of DSUs outstanding for each non-employee director were as follows: Mr. Hall – 0; Mr. Cruise – 48,944; Ms. Kast – 13,224; Mr. Smith – 0; Ms. Saxton – 40,290; and Mr. Williams – 142,857.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Directors and Executive Officers

The following table sets forth the number of shares of our shares of common stock owned beneficially by each director and named executive officer of our as of March 5, 2026 (unless another date is specified by footnote below), and by all of our current directors and executive officers of as a group:

	Amount and Nature of Beneficial Ownership *
Name of Individual or Group (a)	Shares			Percent of Class (b)
Richard Williams, Executive Chairman		259,549	(c)		**
Sam Ash, CEO and Director		208,251	(d)		**
Gerbrand van Heerden, CFO		41,165	(e)		**
Pamela Saxton, Director		10,371	(f)		**
Mark Cruise, Director		11,596	(g)		**
Kelli Kast, Director		1,791	(h)		**
Current Directors and Executive Officers as a Group (a total of 8 persons)		532,723			1.2	%

*	Unless otherwise indicated, each person listed has the sole power to vote and dispose of the shares listed. Pursuant to Rule 13d-3 under the Exchange Act, beneficial ownership includes shares as to which the individual or entity has or shares voting power or investment power, and any shares that the individual or entity has the right to acquire within 60 days of October 17, 2025, including through the exercise of any option, warrant, or right. For each individual or entity that holds options, warrants or rights to acquire shares, the shares of our common stock underlying those securities are treated as owned by that holder and as outstanding shares when that holder’s percentage ownership of our shares of our common stock are calculated. Those shares of our common stock not treated as outstanding when the percentage ownership of any other holder is calculated.

**	The percent of class owned is less than 1%.

(a)	Except as otherwise indicated below, the address and telephone number of each of these persons is c/o Bunker Hill Mining Corp., 300-1055 West Hastings Street, Vancouver, British Columbia V6E 2E9, Canada and (604-417-7952), respectively.
(b)	Based on a total of 45,618,400 shares of Bunker Hill common stock outstanding as of March 5, 2026.

(c)	Includes (i) 197,551 shares of common stock, (ii) 22,517 shares subject to warrants exercisable within 60 days of March 5, 2026, and (iii) 39,481 shares subject to RSUs convertible within 60 days of March 5, 2026.

(d)	Includes (i) 163,836 shares of common stock, and (ii) 44,415 shares subject to RSUs convertible within 60 days of March 5, 2026.

(e)	Includes (i) 31,593 shares of common stock (ii) 4,771 shares subject to warrants exercisable within 60 days of March 5, 2026 and (iii) 4,801 shares subject to RSUs convertible within 60 days of March 5, 2026.

(f)	Includes 10,371 shares of common stock.

(g)	Includes (i) 6,596 shares of common stock and (ii) 5,000 shares subject to warrants exercisable within 60 days of March 5, 2026.

(h)	Includes 1,791 shares of common stock.

Holders of More Than 5% of Our Common Stock

The following table sets forth information (as of the date indicated) as to all persons or groups known to us to be beneficial owners of more than 5% of issued and outstanding shares of our common stock as of March 5, 2026, unless otherwise indicated below.

Name and Address of Beneficial Holder	Shares Beneficially Owned			Percent of Class (a)
Sprott Asset Management LP, Royal Bank Plaza, South Tower, 200 Bay Street, Suite 2600, P.O. Box 26, Toronto, Ontario M5J 2J1, Canada		14,944,436	(b)		28.6	%
Sprott Asset Management USA, Inc., 320 Post Road, Suite 230, Darien, Connecticut 06820
Resource Capital Investment Corp., 1910 Palomar Point Way, Suite 200, Carlsbad, California 92008
Teck Resources Limited, 550 Burrard street, Suite 3300, Vancouver, BC V6C 0B3, Canada		21,921,472	(c)		39.9	%

(a)	Based on a total of 45,618,400 shares of Bunker Hill common stock outstanding as of March 5, 2026.

(b)	Includes (i) 8,270,967 shares of common stock as of March 5, 2026, (ii) 142,857 shares subject to warrants exercisable within 60 days of March 5, 2026, and (iii) 6,530,612 shares subject to convertible debentures convertible within 60 days of March 5, 2026.

(c)	Includes (i) 12,653,317 shares of common stock as of March 5, 2026, and (ii) 9,268,155 shares subject to warrants exercisable within 60 days of March 5, 2026.

Equity Compensation Plan

The following table provides information as of December 31, 2025, with respect to shares of our common stock that may be issued pursuant to Options granted under the Option Plan and the vesting of RSUs granted under the RSU Plan.

Plan Category	Number of shares of common stock to be issued upon exercise of outstanding Options and RSUs (a)		Weighted-average exercise price of outstanding Options (b) (C$)		Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a))
Option Plan		3,983,402		6.59		3,931,570
RSU Plan		2,648,555		N/A		1,803,839
Total		6,631,957				5,735,409

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

There were no material transactions, or series of similar transactions, during our last fiscal year, or any currently proposed transactions, or series of similar transactions, to which we were or are to be a party, in which the amount involved exceeded the lesser of $120,000 or one percent of the average of the small business issuer’s total assets at year-end for the last three completed fiscal years and in which any director, executive officer or any security holder who is known to us to own of record or beneficially more than five percent of any class of our common stock, or any member of the immediate family of any of the foregoing persons, had an interest.

Director Independence

Our common stock is currently traded on the TSX-V and the OTCQB and as such, is not subject to the rules of any national securities exchange that requires that a majority of a listed company’s directors and specified committees of its board of directors meet independence standards prescribed by such rules. For the purpose of preparing the disclosures in this document with respect to director independence, we have used the definition of “independent director” within the meaning of National Instrument 52-110 – Audit Committees adopted by the Canadian Securities Administration and as set forth in the Marketplace Rules of the NASDAQ, which defines an “independent director” generally as being a person, other than an executive officer or employee of the company or any other individual having a relationship which, in the opinion of the company’s board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Mark Cruise, Kelli Kast, and Pam Saxton, have been determined to be “independent” directors of the Company. Mr. Williams is not independent due to his position with the Company as the Executive Chairman and Mr. Ash is not independent due to his position as Chief Executive Officer.

DESCRIPTION OF SECURITIES TO BE REGISTERED

Our authorized capital stock consists of 100,000,000 shares of our common stock with a par value of $0.000001 per share and 285,715 preferred shares with a par value of $0.000001 per preferred share. As of March 10, 2026, there were 45,709,772 shares of our common stock outstanding.

The following description of our common stock and provisions of our Articles and by-laws is only a summary. Investors are directed to a complete description of the terms and provisions of our Articles and by-laws, which are exhibits to the registration statement which contains this prospectus. We encourage you to review complete copies of our Articles and by-laws.

Voting Rights

Holders of our common stock are entitled to one vote per share on all matters to be voted upon by the stockholder.

Dividend Rights

Holders of our common stock are entitled to receive ratably such dividends, if any, as may be declared by the Board out of funds legally available for dividends.

Liquidation Rights

Upon the liquidation, dissolution, or winding up of our company, the holders of our common stock are entitled to share ratably in all of our assets which are legally available for distribution after payment of all debts and other liabilities.

Conversion and Redemption

Holders of our common stock have no preemptive, subscription, redemption or conversion rights.

Preferred Stock

The Articles authorize the Board to establish one or more series of preferred stock. Unless required by law or by any stock exchange, and subject to the terms of the Articles, the authorized shares of preferred stock will be available for issuance without further action by holders of our common stock.

The Board is able to determine, with respect to any series of preferred stock, designations, powers, preferences and relative, participating, optional or other rights, if any, and the qualifications, limitations or restrictions thereof, if any.

We could issue a series of preferred stock that could, depending on the terms of the series, impede or discourage an acquisition attempt or other transaction that some, or a majority, of the holders of our common stock might believe to be in their best interests or in which the holders of our common stock might receive a premium over the market price of our common stock. Additionally, the issuance of preferred stock may adversely affect the rights of holders of our common stock by restricting dividends on shares of our common stock, diluting the voting power of shares of our common stock or subordinating the rights of holders of our common stock to distributions upon a liquidation, dissolution or winding up or other event. As a result of these or other factors, the issuance of preferred stock could have an adverse impact on the market price of our common stock.

Change of Control

Nevada’s “Acquisition of Controlling Interest Statute” applies to Nevada corporations that have at least 200 stockholders, with at least 100 stockholders of record being Nevada residents and that do business directly or indirectly in Nevada. Where applicable, the statute prohibits an acquiror from voting shares of a target company’s stock after exceeding certain threshold ownership percentages, until the acquiror provides certain information to the company and a majority of the disinterested stockholders vote to restore the voting rights of the acquiror’s shares at a meeting called at the request and expense of the acquiror. If the voting rights of such shares are restored, stockholders voting against such restoration may demand payment for the “fair value” of their shares. The Nevada statute also restricts a “business combination” with “interested stockholders,” unless certain conditions are met, with respect to corporations which have at least 200 stockholders of record. A “combination” includes:

	(i)	any merger with an “interested stockholder,” or any other corporation which is or after the merger would be, an affiliate or associate of the interested stockholder;
	(ii)	any sale, lease, exchange, mortgage, pledge, transfer or other disposition of assets, to an “interested stockholder,” having an aggregate market value equal to 5% or more of the aggregate market value of the corporation’s assets; an aggregate market value equal to 5% or more of the aggregate market value of all outstanding shares of the corporation; or representing 10% or more of the earning power or net income of the corporation;
	(iii)	any issuance or transfer of shares of the corporation or its subsidiaries, having an aggregate market value equal to 5% or more of the aggregate market value of all the outstanding shares of the corporation to the “interested stockholder”
	(iv)	the adoption of any plan or proposal for the liquidation or dissolution of the corporation proposed by the “interested stockholder”;
	(v)	certain transactions which would result in increasing the proportionate percentage of shares of the corporation owned by the “interested stockholder”; or
	(vi)	the receipt of benefits, except proportionately as a stockholder, of any loans, advances or other financial benefits by an “interested stockholder.”

An “interested stockholder” is a person who, together with affiliates and associates, beneficially owns (or within the prior three years, did beneficially own) 10% or more of the corporation’s voting stock. A corporation to which this statute applies may not engage in a “combination” within three years after the interested stockholder acquired its shares, unless the combination or the interested stockholder’s acquisition of shares was approved by the board of directors before the interested stockholder acquired the shares. If this approval was not obtained, then after the three-year period expires, the combination may be consummated if all applicable statutory requirements are met.

Approval of mergers, conversion, amendments to the articles of incorporation, and sales, leases or exchanges of all of the property or assets of a corporation, whether or not in the ordinary course of business, requires the affirmative vote or consent of the holders of a majority of the outstanding shares entitled to vote, except that, unless required by the articles of incorporation, no vote of stockholders of the corporation surviving a merger is necessary if:

	(i)	the merger does not amend the articles of incorporation of the corporation;
	(ii)	each outstanding share immediately prior to the merger is to be an identical share after the merger;
	(iii)	The number of voting shares outstanding immediately after the merger, plus the number of voting issued as a result of the merger, either by the conversion of shares securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than 20% the total number of voting shares of the surviving domestic corporation outstanding immediately before the merger; and
	(iv)	the number of participating shares (i.e. shares that entitle their holders to participate without limitation in distribution) outstanding immediately after the merger, plus the number of participating shares issuable as a result of the merger, either by the conversion of securities issued pursuant to the merger or the exercise of rights and warrants issued pursuant to the merger, will not exceed by more than 20% the total number of participating shares outstanding immediately before the merger.

PRINCIPAL ACCOUNTING FEES AND SERVICES

Audit Fees

Effective September 2, 2014, we appointed MNP LLP, Chartered Professional Accountants, as our independent audit firm.

MNP LLP, Chartered Professional Accountants, 50 Burnhamthorpe Road West, Mississauga, ON L5B 3C2, served as our independent registered public accounting firm for the years ended December 31, 2025, and 2024, and is expected to serve in that capacity for the ensuing year 2026. Principal accounting fees for professional services rendered us by MNP LLP for the years ended December 31, 2025, and 2024 are summarized in the following table:

	Year Ended December 31, 2025		Year Ended December 31, 2024
Audit	$	117,321	$	116,756
Audit related		74,420		110,983
Tax		-		-
All other		21,195		8,145
Total	$	212,936	$	235,884

Audit Related Fees

The aggregate fees billed by MNP LLP for assurance and related services were related to its review of our quarterly financial statements.

Tax Fees

The aggregate fees billed by MNP LLP for tax compliance, advice and planning.

All Other Fees

The aggregate fees billed by MNP LLP for all other professional services, including services associated with financing activities.

Audit Committee’s Pre-approval Policies and Procedures

At our regularly scheduled and special meetings, the Board, or the Board-appointed audit committee, considers and pre-approves any audit and non-audit services to be performed by our independent registered public accounting firm. The audit committee has the authority to grant pre-approvals of non-audit services.

SELLING SHAREHOLDERS AND CERTAIN BENEFICIAL OWNERS

This prospectus covers the offering of up to 7,104,093 shares of our common stock by selling shareholders. This includes shares of our common stock acquirable upon exercise of our outstanding March 2026 Warrants and March 2026 Compensation Options.

Selling shareholders are persons or entities that, directly or indirectly, have acquired shares, or will acquire shares from us from time to time upon exercise of certain Warrants. This prospectus and any prospectus supplement will only permit the selling shareholders to sell shares of our common stock identified in the column “Number of Shares Offered Hereby”.

The selling shareholders may from time to time offer and sell shares of our common stock pursuant to this prospectus and any applicable prospectus supplement. The selling shareholders may offer all or some portion of shares of our common stock they hold or acquire, but only shares that are currently outstanding or are acquired upon the exercise of certain Warrants that are currently outstanding, and in either case included in the “Number of Shares Offered Hereby” column, may be sold pursuant to this prospectus or any applicable prospectus supplement.

The shares of our common stock issued to the selling shareholders are “restricted” securities under applicable federal and state securities laws and are being registered to give the selling shareholders the opportunity to sell their shares of our common stock. The registration of such shares does not necessarily mean, however, that any of these shares of our common stock will be offered or sold by the selling shareholders. The selling shareholders may from time to time offer and sell all or a portion of their shares of our common stock on the TSX Venture Exchange, in the over-the-counter market (to the extent that there is a market), in negotiated transactions, or otherwise, at market prices prevailing at the time of sale or at negotiated prices.

The registered shares of our common stock may be sold directly or through brokers or dealers, or in a distribution by one or more underwriters on a firm commitment or best-efforts basis. To the extent required, the names of any agent or broker-dealer and applicable commissions or discounts and any other required information with respect to any particular offer will be set forth in an accompanying prospectus supplement. See “Plan of Distribution”.

Each of the selling shareholders reserves the sole right to accept or reject, in whole or in part, any proposed purchase of the registered shares of our common stock to be made directly or through agents. To the extent that any of the selling shareholders are our affiliates or are brokers or dealers, they may be deemed to be “underwriters” within the meaning of the Securities Act and any commissions received by them and any profit on the resale of the registered shares may be deemed to be underwriting commissions or discounts under the Securities Act. Selling shareholders that are affiliates of or have material relationships with us are also identified below.

The following table sets forth the name of persons who are offering the resale of shares of our common stock by this prospectus, the number of such shares beneficially owned by each person, the number of shares that may be sold in this offering and the number of such shares each person will own after the offering, assuming they sell all of the shares offered. The information appearing in the table below is based on information provided by or on behalf of the named selling shareholders and is given as of March 10, 2026. We will not receive any proceeds from the resale of shares of our common stock by the selling shareholders.

	Selling	Common Stock Beneficially Owned Prior to Offering (Undiluted Basis)					Common Stock Purchase Warrants or Options Owned Prior to Offering		Common Stock Beneficially Owned Prior to Offering (Partially diluted Basis)					Shares of Common Stock Offered						Common Stock Beneficially Owned After Offering
#	Shareholders	Number		%			Number		Number		%			Warrants		Shares		Number		Number		%
1	Alpha Sherpa Capital SPC -		16,000		0.04	%		8,000		24,000		0.1	%		8,000		16,000		24,000		-		0.00	%
2	Blue Dog Capital, LLC		27,778		0.06	%		13,889		41,667		0.09	%		13,889		27,778		41,667		-		0.00	%
3	Canaccord		-		0.00	%		25,782		25,782		0.06	%		25,782		-		25,782		-		0.00	%
4	Canaccord Genuity Corp.		300,159		0.06	%		150,080		450,239		0.98	%		150,080		300,159		450,239		-		0.00	%
5	Canaccord Genuity Corp. IN TRUST FOR Redplug Inc.		52,142		0.11	%		26,072		78,215		0.17	%		26,072		52,143		78,215		-		0.00	%
6	Cap 1 LLC		57,143		0.13	%		28,572		85,715		0.19	%		28,572		57,143		85,715		-		0.00	%
7	Constantin Wolf		7,937		0.02	%		3,969		11,906		0.03	%		3,696		7,939		11,906		-		0.00	%
8	David L. Rucker		10,858		0.02	%		5,429		16,287		0.04	%		5,429		10,858		16,287		-		0.00	%
9	East River Partners Ltd. c/o Citco B.V.I Limited		38,905		0.08	%		19,048		57,143		0.13	%		19,048		38,095		57,143		-		0.00	%
10	EDE Value Fund LP		7,935		0.02	%		3,968		11,903		0.03	%		3,968		7,935		11,903		-		0.00	%
11	EFG BANK AG		15,874		0.03	%		7,937		23,811		0.05	%		7,937		15,874		23,811		-		0.00	%
12	Evelyn Denys		12,699		0.03	%		6,350		19,049		0.04	%		6,350		12,699		19,049		-		0.00	%
13	Gundyco ITF A/C #515-00639-22		254,286		0.56	%		127,143		381,429		0.83	%		127,143		254,286		381,429		-		0.00	%
14	Gundyco ITF A/C #515-00848-29		1,333,016		2.92	%		666,508		1,999,524		4.20	%		666,508		1,333016		1,999,524		-		0.00	%
15	Gundyco ITF BT Global Growth Fund LP #515-00654-22		79,343		0.17	%		39,672		119,015		0.26	%		39,672		79,343		119,015		-		0.00	%
16	Gundyco TR Nomis Bay Ltd 51501222		57,143		0.13	%		28,572		85,715		0.19	%		28,572		57,143		85,715		-		0.00	%
17	Haywood Securities Inc		674,760		1.48	%		337,380		1,012,140		2.17	%		337,380		674,760		1,012,140		-		0.00	%
18	Haywood Securities Inc		-		0.00	%		154,690		154,690		0.34	%		154,690		-		154,690		-		0.00	%
19	Investor Company ITF 5J5873 G3 V Capital Partners LP		47,600		0.10	%		23,800		71,400		0.16	%		23,800		47,600		71,400		-		0.00	%
20	Investor Company ITF 5J5J80 L1 Global Opport Master Fund		158,730		0.35	%		79,365		238,095		0.52	%		79,365		158,730		238,095		-		0.00	%
21	Investor Company ITF RON F LUTKA A/C #43W085E		2,858		0.01	%		1,429		4,287		0.01	%		1,429		2,858		4,287		-		0.00	%
22	INVESTOR COMPANY ITF: RICHARD WILLIAMS A/C # 7GK782E		8,572		0.02	%		4,286		12,858		0.03	%		4,286		8,572		12,858		-		0.00	%
23	James DeWulf		15,872		0.03	%		7,936		23,808		0.05	%		7,936		15,872		23,808		-		0.00	%
24	James Scudamore		19,048		0.04	%		9,524		28,572		0.06	%		9,524		19,048		28,572		-		0.00	%
25	Jon D. and Linda W. Gruber Trust		107,143		0.23	%		53,572		160,715		0.35	%		53,572		107,143		160,715		-		0.00	%
26	Jose A. Rico		17,429		0.04	%		8,715		26,144		0.06	%		8,715		17,429		26,144		-		0.00	%
27	Joseph Collins		3,175		0.01	%		1,588		4,763		0.01	%		1,588		3,175		4,763		-		0.00	%
28	Josip Musura		28,572		0.06	%		14,286		42,858		0.09	%		14,286		28,572		42,858		-		0.00	%
29	Lawrence Willemkens		10,159		0.02	%		5,080		15,239		0.03	%		5,080		10,159		15,239		-		0.00	%
30	LEEDE FINANCIAL INC.		34,286		0.08	%		17,143		51,429		0.11	%		17,143		34,286		51,429		-		0.00	%
31	Libra Fund, LP		794,286		1.74	%		397,143		1,191,429		2.54	%		397,143		794,286		1,191,429		-		0.00	%
32	Lukas O’Dowd		10,858		0.02	%		5,429		16,287		0.04	%		5,429		10,858		16,287		-		0.00	%
33	Michael Kosowan		28,000		0.06	%		14,000		42,000		0.09	%		14,000		28,000		42,00		-		0.00	%
34	Michael Zieger		8,731		0.02	%		4,366		13,097		0.03	%		4,366		8,731		13,097		-		0.00	%
35	Nesbitt Burns		-		0.00	%		25,782		25,782		0.06	%		25,782		-		25,782		-		0.00	%
36	Pauline Willemkens		3,175		0.01	%		1,588		4,763		0.01	%		1,588		3,175		4,763		-		0.00	%
37	Platform Securities Nominees Ltd A/c PSLNOM		28,572		0.06	%		14,286		42,858		0.09	%		14,286		28,572		42,858		-		0.00	%
38	Porter Partners, L.P.		15,858		0.03	%		7,929		23,787		0.05	%		7,929		15,858		23,787		-		0.00	%
39	Roth Canada		-		0.00	%		51,563		51,563		0.11	%		51,563		-		51,563		-		0.00	%
40	Research Capital Corporation IN TRUST FOR CANADA INC. 6893309		57,143		0.13	%		28,572		85,715		0.19	%		28,572		57,143		85,715		-		0.00	%
41	Roytor & Co. for the account of 120029200088 Ref: Fund ID# DUNR		57,143		0.13	%		28,572		85,715		0.19	%		28,572		57,143		85,715		-		0.00	%
42	Steve Tomkins		14,286		0.03	%		7,143		21,429		0.05	%		7,143		14,286		21,429		-		0.00	%
43	Thibault Willemkens		7,620		0.02	%		3,810		11,430		0.03	%		3,810		7,620		11,430		-		0.00	%
44	Trade It Hub OU		20,921		0.03	%		7,929		23,787		0.05	%		7,929		20,921		31,382		-		0.00	%
45	Ventum Financial Corp.		94,858		0.21	%		47,430		142,288		0.31	%		47,430		94,858		142,288		-		0.00	%
46	Westcay Absolute Return Limited		23,810		0.05	%		11,905		35,715		0.08	%		11,905		23,810		35,715		-		0.00	%
47	Zed Capital		-		0.00	%		455		455		0.00	%		455		-		455		-		0.00	%

	Total		4,563,874		9.98	%		2,540,219		7,104,093		15.22	%		2,540,219		4,563,874		7,104,093		-		0.0	%
	All directors and officers as a group (1 persons)		8,752		0.02	%		4,286		12,858		0.03	%		4,286		8,572		12,858		-		0.0	%

(1)

In connection with the LIFE Offering, we issued to the March 2026 Agents and a finder an aggregate of 258,272 March 2026 Compensation Options. Each March 2026 Compensation Option is exercisable to acquire one share of our common stock at a price of C$6.30 per share at any time on or before March 5, 2028.

Stockholders

As of February 28, 2026, there were approximately 500 stockholders of record of our common stock and, according to our estimates, approximately 1,250 beneficial owners of our common stock.

PLAN OF DISTRIBUTION

We are registering shares of our common stock to permit the resale of those shares under the Securities Act from time to time after the date of this prospectus at the discretion of the holders of such shares. We will not receive any of the proceeds from the sale by the selling shareholders of such shares. We will bear all fees and expenses incident to our obligation to register the such shares.

Each selling shareholder and any of their pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their shares of common stock on the TSX-V, the OTCQB or any other stock exchange, market, quotation service or trading facility on which the shares are traded or in private transactions, provided that all applicable laws are satisfied. The selling shareholders may also sell their shares of our common stock directly or through one or more underwriters, broker-dealers, or agents. If the shares are sold through underwriters or broker-dealers, the selling shareholders will be responsible for underwriting discounts or commissions or agent’s commissions. The shares may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. A selling shareholder may use any one or more of the following methods when selling shares:

●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;

●	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;

●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;

●	an exchange distribution in accordance with the rules of the applicable exchange;

●	privately negotiated transactions;

●	settlement of short sales entered into after the effective date of the registration statement of which this prospectus is a part;

●	broker-dealers may agree with the selling shareholders to sell a specified number of such shares at a stipulated price per share;

●	through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;

●	a combination of any such methods of sale; and

●	any other method permitted pursuant to applicable law.

The selling shareholders may also sell shares pursuant to Rule 144 under the Securities Act, if available, rather than under this prospectus.

If the selling shareholders effect such transactions by selling shares of our common stock to or through underwriters, broker-dealers, or agents, such underwriters, broker-dealers, or agents may receive commissions in the form of discounts, concessions, or commissions from the selling shareholders or commissions from purchasers of the shares for whom they may act as agent or to whom they may sell as principal (which discounts, concessions, or commissions as to particular underwriters, broker-dealers, or agents may be in excess of those customary in the types of transactions involved). Broker-dealers engaged by any selling shareholder may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling shareholder (or, if any broker-dealer acts as agent for the purchaser of shares, from the purchaser) in amounts to be negotiated, but, except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission in compliance with FINRA Rule 2121; and in the case of a principal transaction, a markup or markdown in compliance with FINRA Rule 2121.

In connection with sales of our common stock or interests therein, the selling shareholders may enter into hedging transactions with broker-dealers or other financial institutions, which may in turn engage in short sales of the shares in the course of hedging in positions they assume. The selling shareholders may also sell shares of our common stock short and deliver shares covered by this prospectus to close out their short positions and to return borrowed shares in connection with such short sales. The selling shareholders may also loan or pledge shares of our common stock to broker-dealers that in turn may sell such shares. The selling shareholders may also enter into option or other transactions with broker-dealers or other financial institutions or the creation of one or more derivative securities which require the delivery to such broker-dealer or other financial institution of shares of common stock offered by this prospectus, which shares such broker-dealer or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).

The selling shareholders and any broker-dealers or agents that are involved in selling the shares of our common stock may be deemed to be “underwriters” within the meaning of the Securities Act, in connection with such sales. In such event, any commissions received by, or any discounts or concessions allowed to, any such broker-dealer or agent and any profit on the resale of any Shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of such shares is made, a prospectus supplement, if required, will be distributed that will set forth the aggregate amount of the shares being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions, and other terms constituting compensation from the selling shareholders and any discounts, commissions, or concessions allowed or re-allowed or paid to broker-dealers.

Each selling shareholder has informed us that it does not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute shares of our common stock.

Because the selling shareholders may be deemed to be “underwriters” within the meaning of the Securities Act, they will be subject to the prospectus delivery requirements of the Securities Act, including Rule 172 thereunder. Once this registration statement becomes effective, we intend to file the final prospectus with the SEC in accordance with SEC Rules 172 and 424. Provided we are not the subject of any SEC stop orders, and we are not subject to any cease-and-desist proceedings, the obligation to deliver a final prospectus to a purchaser will be deemed to have been met.

There is no underwriter or coordinating broker acting in connection with the proposed sale of the resale shares by the selling shareholders.

Under the securities laws of some states, our common stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states shares of our common stock may not be sold unless such shares have been registered or qualified for sale in such state, or an exemption from registration or qualification is available and is complied with.

There can be no assurance that any selling shareholder will sell any or all of the shares of our common stock registered pursuant to the registration statement of which this prospectus forms a part.

Under applicable rules and regulations under the Exchange Act, any person engaged in the distribution of shares of our common stock may not simultaneously engage in market making activities with respect to shares of our common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution. In addition, the selling shareholders will be subject to applicable provisions of the Exchange Act, and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of shares of our common stock by the selling shareholders or any other person. All of the foregoing provisions may affect the marketability of shares of our common stock and the ability of any person or entity to engage in market-making activities with respect to shares of our common stock.

We will pay all expenses of the offering, estimated to be approximately $34,928 in total, including, without limitation, SEC filing fees, expenses of compliance with state securities or “blue sky” laws, and legal and accounting fees; provided, however, that a selling shareholder will pay all underwriting discounts and selling commissions, if any. We will indemnify the selling shareholders against liabilities, including some liabilities under the Securities Act, in accordance with applicable registration rights agreements, if any, or the selling shareholders will be entitled to contribution. We may be indemnified by the selling shareholders against civil liabilities, including liabilities under the Securities Act, that may arise from any written information furnished to us by the selling shareholder specifically for use in this prospectus, in accordance with the related registration rights agreement, or we may be entitled to contribution.

We agreed to keep this prospectus effective until the earlier of (i) the date on which shares of our common stock may be resold by the selling shareholders without registration and without the requirement to be in compliance with Rule 144(c)(1) and otherwise without restriction or limitation pursuant to Rule 144 or (ii) all of the shares of our common stock have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar effect.

Once sold under the registration statement of which this prospectus forms a part, shares of our common stock will be freely tradable in the hands of persons other than our affiliates.

LEGAL PROCEEDINGS

Other than as described below, neither we nor our property is the subject of any pending legal proceedings. We are not aware of any other legal proceedings in which any of our directors, officers or affiliates, any owner of record or beneficially of more than 5% of any class of our voting securities, or any associate of any such director, officer, affiliate or security holder of ours, is a party adverse to us or any of our subsidiaries or has a material interest adverse to us or any of our subsidiaries.

Crescent Mining Litigation

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 us. The lawsuit alleges that Placer Mining and Robert Hopper Jr. intentionally flooded the Crescent Mine during the period from 1991 and 1994, and that we are 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, we filed a motion to dismiss Crescent’s claims against us, contending that such claims are facially deficient.  On March 2, 2022, the court granted in part and denied in part our motion to dismiss. The court granted our 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. We and Placer Mining Corp. are named as co-defendants. We 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. We believe Crescent’s lawsuit is without merit and are defending the claims on behalf of ourself and Placer Mining Corp. pursuant to our indemnification of Placer Mining Corp. in the sale and purchase agreement executed between the companies for the Mine on December 15, 2021.

During the year ended December 31, 2025, we attended a mediation session with the plaintiff. The lawsuit continues to advance through the discovery and pre-trail phase, in which information is gathered and exchanged. On December 12, 2025 Americas Gold and Silver Corporation closed the acquisition of Crescent Silver, LLC which owns the Crescent Mine in Idaho, USA.

On October 26, 2021, we asserted claims against Crescent in a separate lawsuit. Bunker Hill Mining Corporation v. Venzee Technologies Inc. (Venzee) et al, Case No. 2:21-cv-209-REP, was filed in the U.S. District Court for the District of Idaho on May 14, 2021. We have subsequently executed a tolling agreement with Venzee in exchange for dropping its lawsuit. We originally filed this lawsuit on May 14, 2021 against other parties but has since filed an amended complaint to include our claims against Crescent. This lawsuit has been consolidated into the lawsuit Crescent filed on July 28, 2021.

INTERESTS OF NAMED EXPERTS AND COUNSEL

No expert or counsel named in this prospectus as having prepared or certified any part of this prospectus or having given an opinion upon the validity of the securities being registered or upon other legal matters in connection with the registration or offering of shares of our common stock was employed on a contingency basis, or had, or is to receive, in connection with the offering, a substantial interest, direct or indirect, in us or any of our parents or subsidiaries. Nor was any such person connected with us or any of our parents or subsidiaries as a promoter, managing or principal underwriter, voting trustee, director, officer, or employee.

The Financial Statements included in this prospectus and in the registration statement have been audited by MNP LLP and are included in reliance upon such report given upon the authority of said firm as experts in auditing and accounting.

The technical information appearing or incorporated by reference in this prospectus concerning the Bunker Hill Mine, including estimates of mineral resources and mineral reserves, was derived from the Bunker Hill Technical Report and the Amended Technical Report prepared by Resource Development Associates, Inc. independent mining consultants. As of the date hereof, Resource Developments Associates, Inc. beneficially owns none of our outstanding common stock.

The validity of the issuance of the shares of our common stock hereby will be passed upon for us by Davis Graham & Stubbs LLP, 3400 Walnut Street, Suite 700, Denver, CO 80205. As disclosed in the table of selling shareholders in the “Selling Shareholders and Certain Beneficial Owners” section above, Mr. Galda owns certain shares of our common stock and common stock purchase warrants, which upon their exercise, and together with the shares of our common stock, will represent less than 1% of our outstanding common stock.

DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

Nevada law allows a corporation to indemnify its directors, officers, employees and agents against all reasonable expenses (including attorneys’ fees and amounts paid in settlement) and, provided that such individual, or indemnitee, acted in good faith and for a purpose which he or she reasonably believed to be in, or not opposed to, the best interests of the corporation and, in the case of a criminal proceeding, had reasonable grounds to believe his or her conduct was lawful. Nevada law authorizes a corporation to indemnify its directors, officers, employees and agents against all reasonable expenses including amounts paid in settlement and attorneys’ fees in connection with a lawsuit by or in the right of the corporation to procure a judgment in its favor if such person acted in good faith and in a manner reasonably believed to be in or not opposed to the best interest of the corporation, except that no indemnification may be paid as to any claim, issue or matter as to which such person has been adjudged liable to the corporation unless it is determined by the court making such adjudication of liability that, despite such finding, such person is fairly and reasonably entitled for such expenses deemed proper.

Nevada law also provides for discretionary indemnification made by the corporation only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances. The determination must be made either:

	(i)	by the stockholders;
	(ii)	by the board of directors by majority vote of a quorum consisting of directors who were not parties to the actions, suit or proceeding;
	(iii)	if a majority vote of a quorum consisting of directors who were not parties to the actions, suit or proceeding so orders, by independent legal counsel in a written opinion; or
	(iv)	if a quorum consisting of directors who were not parties to the actions, suit or proceeding cannot be obtained by independent legal counsel in a written opinion.

The articles of incorporation, the bylaws or an agreement made by the corporation may provide that the expenses of officers and directors incurred in defending a civil or criminal action, suit or proceeding must be paid by the corporation as they are incurred and in advance of the final disposition of the actions, suit or proceeding, upon receipt of an undertaking by or on behalf of the director or officer to repay the amount if it is ultimately determined by a court of competent jurisdiction that he is not entitled to be indemnified by the corporation. The provisions do not affect any right to advancement of expenses to which corporate personnel other than directors or officers may be entitled under any contract or otherwise by law. The indemnification and advancement of expenses authorized in or ordered by a court pursuant to Nevada law does not exclude any other rights to which a person seeking indemnification or advancement of expenses may be entitled under the articles of incorporation or any bylaw, agreement, vote of stockholders or disinterested directors or otherwise, for either an action in his official capacity or an action in another capacity while holding office, except that indemnification, unless ordered by a court or for the advancement of expenses, may not be made to or on behalf of any director or officer if his acts or omissions involved intentional misconduct, fraud or a knowing violation of the law and was material to the cause of action. In addition, indemnification continues for a person who has ceased to be a director, officer, employee or agent and inures to the benefit of the heirs, executors, and administrators of such a person.

Insofar as indemnification for liabilities arising under the Securities Act, as amended, may be permitted to directors, officers or persons controlling us pursuant to the foregoing provisions, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

WHERE YOU CAN FIND ADDITIONAL INFORMATION

We are subject to the information requirements of the Exchange Act and we therefore file periodic reports, proxy statements and other information with the SEC relating to our business, financial statements and other matters. The SEC maintains a website that contains reports, proxy and information statements and other information regarding issuers like us that file electronically with the SEC. The address of the SEC’s website is http://www.sec.gov.

This prospectus constitutes part of a registration statement filed under the Securities Act with respect to the shares of our common stock covered hereby. As permitted by the SEC’s rules, this prospectus omits some of the information, exhibits and undertakings included in the registration statement. You may read and copy the information omitted from this prospectus but contained in the registration statement, as well as the periodic reports and other information we file with the SEC. You may also access our filings with the SEC on our website, which is located at http://www.bunkerhillmining.com/. Except as specifically incorporated by reference into this prospectus, the information contained on our website is not part of this prospectus.

Statements contained in this prospectus as to the contents of any contract or other document are not necessarily complete, and in each instance we refer you to the copy of the contract or other document filed or incorporated by reference as an exhibit to the registration statement or as an exhibit to our Exchange Act filings, each such statement being qualified in all respects by such reference.

TABLE OF CONTENTS

	Page
Report of Independent Registered Public Accounting Firm – MNP LLP, PCAOB ID: 1930	F-2
Consolidated Balance Sheets, December 31, 2025 and 2024	F-5
Consolidated Statements of Operations for the years ended December 31, 2025 and 2024	F-6
Consolidated Statements of Cash Flows for the years ended December 31, 2025 and 2024	F-7
Consolidated Statements of Changes in Stockholders’ Deficit for the years ended December 31, 2025 and 2024	F-8
Notes to the Consolidated Financial Statements	F-9 - F-41

F-1

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Shareholders of Bunker Hill Mining Corp.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Bunker Hill Mining Corp. (the “Company”) as of December 31, 2025 and 2024, and the related consolidated statements of loss and comprehensive loss, cash flows, and changes in stockholders’ deficiency for each of the years in the two-year period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2025 and 2024, and the results of its consolidated operations and its consolidated cash flows for each of the years in the two-year period ended December 31, 2025, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matters

The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.

MNP LLP

50 Burnhamthorpe Road West, Suite 900, Mississauga ON, L5B 3C2

F-2

Critical Audit Matter Description		Audit Response

*Valuation of Series 1, 2, & 3 Convertible Debentures (“CDs”)* The Company had previously issued Series 1 & 2 CDs which are complex in nature and were required to be fair valued at the end of each reporting period. Series 1 & 2 CDs were amended on June 5, 2025, and were required to be fair valued pre-amendment and post-amendment. In addition, the Company issued Series 3 CD on June 5, 2025, that is required to be fair valued on issuance date. The calculation of the fair value of the CDs requires management to use an appropriate valuation model and incorporates estimates. This resulted in an increased extent of audit effort, including the involvement of internal valuation specialists. Due to the complexity of these CDs and the estimates and assumptions involved in the determination of fair value we consider this to be a critical audit matter. Refer to Note 3 Significant Account Policies – Use of Estimates and Assumptions and Note 10 Debt Instruments.		We responded to this matter by performing audit procedures in relation to the valuation of the CDs. Our audit work in relation to this included, but was not restricted to, the following: ● Obtained and assessed all new and amended agreements signed in the year in relation to the CDs. ● Obtained management’s assessment of the fair value of the CDs. ● With the assistance of internal valuation specialists, evaluated the reasonability of management’s model for valuing the CDs and the appropriateness of the inputs used in the model, and recalculated fair values. ● Assessed the appropriateness of the related disclosures.

*Valuation of Silver Loan* The Company had previously closed multiple tranches of advancements relating to a loan in an amount of U.S. dollars equal up to 1.2 million ounces of silver (“Silver Loan”) with the addition of a new tranche closed in 2025. The loan is complex in nature and is required to be fair valued on issuance date and at each reporting period. The calculation of the fair value of the Silver Loan requires management to use an appropriate valuation model and incorporates estimates. This resulted in an increased extent of audit effort, including the involvement of internal valuation specialists. Due to the complexity of the Silver Loan and the estimates and assumptions involved in the determination of fair value we consider this to be a critical audit matter. Refer to Note 3 Significant Accounting Policies – Use of Estimates and Assumptions and Note 10 Debt Instruments.		We responded to this matter by performing audit procedures in relation to the valuation of the Silver Loan. Our audit work in relation to this included, but was not restricted to, the following: ● Obtained and assessed all new and amended agreements signed in the year in relation to the Silver Loan. ● Obtained management’s assessment of the fair value of the Silver Loan. ● With the assistance of internal valuation specialists, evaluated the reasonability of management’s model for valuing the Silver Loan and the appropriateness of the inputs used in the model, and recalculated fair values. ● Assessed the appropriateness of the related disclosures.

F-3

Critical Audit Matter Description

Audit Response

Restructuring

On June 5, 2025, the Company undertook a series of transactions to restructure its balance sheet. This involved both debt and capital transactions.

Given the various new and amended debt and equity instruments involved, there was increased complexity in appropriately accounting for the restructuring.

We identified the evaluation of the accounting treatment of these transactions as a critical audit matter given the increased extent of audit effort that was required.

Refer to Note 10 Debt Instruments and Note 11 Capital Stock, Warrants and Stock Options.

We responded to this matter by performing audit procedures to assess the accounting treatment of the restructuring transactions. Our audit work in relation to this included, but was not restricted to, the following:

● Obtained and assessed all agreements signed in the year in relation to the restructuring.

● Obtained management’s assessment of the accounting treatment of the various transactions involved.

● Evaluated the reasonability of management’s assessment.

● Assessed the appropriateness of the related disclosures.

Chartered Professional Accountants

Licensed Public Accountants

We have served as the Company’s auditor since 2014.

Mississauga, Canada

March 6, 2026

F-4

Bunker Hill Mining Corp.

Consolidated Balance Sheets

(Expressed in United States Dollars)

	December 31,			December 31,
	2025			2024
ASSETS

Current assets
Cash	$	19,441,905		$	3,786,277
Restricted cash (note 9)		2,975,000			4,475,000
Asset held for sale (note 6)		-			40,000
Accounts receivable and prepaid expenses (note 4)		538,197			690,358
Spare parts inventory		341,004			341,004
Total current assets		23,296,106			9,332,639

Non-current assets
Long-term deposit (note 5, 7)		2,692,648			254,106
Equipment (note 5)		1,472,116			1,741,981
Right-of-use assets (note 5)		595,201			758,125
Land		309,861			309,861
Bunker Hill Mine and Mining interests (note 7)		25,395,877			18,795,591
Process plant (note 6)		97,197,185			66,409,247
Total assets	$	150,958,994		$	97,601,550

EQUITY AND LIABILITIES

Current liabilities
Accounts payable (note 18)	$	5,520,901		$	14,678,901
Accrued liabilities (note 18)		1,512,819			5,210,939
Current portion of lease liability (note 8)		82,569			189,368
Deferred share units liability (note 14)		1,487,800			929,466
U.S. Environmental Protection Agency cost recovery payable (note 9)		6,000,000			3,000,000
Silver Loan (note 10)		249,000			-
Stream debenture (note 10)		-			4,063,253
Interest payable (notes 9 and 10)		1,035,000			522,485
Current income tax payable (note 16)		950,000			1,050,000
Total current liabilities		16,838,089			29,644,412

Non-current liabilities
Lease liability (note 8)		8,913			62,282
Series 1 convertible debenture (note 10)		4,241,610			5,494,151
Series 2 convertible debenture (note 10)		8,852,012			13,898,481
Series 3 convertible debenture (note 10)		2,522,709			-
Stream debenture (note 10)		-			52,923,747
Silver loan (note 10)		80,701,239			31,802,708
Debt facility (note 10)		14,393,945			9,236,610
Environment protection agency cost recovery liability net of discount (note 9)		4,314,544			5,549,229
Derivative warrant liability (note 11)		75,156,975			1,125,295
Total liabilities		207,030,036			149,736,915

Shareholders’ Deficiency
Preferred shares, $0.000001 par value, 285,715 preferred shares authorized; Nil preferred shares issued and outstanding (note 11)		-			-
Common stock, $0.000001 par value, 100,000,000 and 71,428,572 shares of common stock authorized; 39,834,023 and 9,991,391 shares of common stock issued and outstanding, respectively (note 11)		1,392			348
Additional paid-in-capital (note 11)		147,707,228			61,233,369
Accumulated other comprehensive (income) loss		(280,926	)		(3,002,361	)
Accumulated deficit		(203,498,736	)		(110,366,721	)
Total shareholders’ deficiency		(56,071,042	)		(52,135,365	)
Total shareholders’ deficiency and liabilities	$	150,958,994		$	97,601,550

The accompanying notes are an integral part of these consolidated financial statements.

F-5

Bunker Hill Mining Corp.

Consolidated Statements of Loss and Comprehensive Loss

(Expressed in United States Dollars)

	Year Ended			Year Ended
	December 31,			December 31,
	2025			2024

Operating expenses (note 17)		(13,595,412	)		(15,649,142	)

Other income or gain (expense or loss)
Interest income		363,818			655,125
Change in derivative liability (note 11)		(42,593,254	)		838,378
Gain (loss) on fair value of debentures (note 10)		1,002,763			(890,258	)
Loss on fair value of silver loan (note 10)		(49,386,219	)		(2,820,533	)
Interest expense (notes 9 and 10)		(7,383,987	)		(8,091,412	)
Financing costs (note 10, 11)		(3,414,423	)		(676,784	)
Gain (loss) on revaluation of stream debenture (note 10)		4,149,606			(230,000	)
Gain on debt modification (note 10)		468,878			1,308,062
Gain on debt settlement (note 10)		29,791,130			-
Loss on debt modification (note 10)		(2,155,718	)		-
Loss on debt settlement (note 10)		(3,449,557	)		(394,456	)
Loss on issuance of warrants (note 11)		(6,469,023	)		-
Loss on sale of equipment (note 6)		(40,000	)		(924,820	)
Loss on foreign exchange		(171,862	)		(7,004	)
Other income			-		2,631
Bad debt expense (note 4)		(248,755	)		-
Loss for the year pre tax	$	(93,132,015	)	$	(26,880,213	)
Current income tax expense (note 16)		-			(1,050,000	)
Deferred tax recovery (expense) (note 16)		-			2,588,590
Loss for the year		(93,132,015	)		(25,341,623	)

Other comprehensive income (loss), net of tax
Gain (loss) on change in FV on own credit risk (note 10)		2,721,435			(3,811,023	)
Other comprehensive income (loss)		2,721,435			(3,811,023	)
Comprehensive Loss		(90,410,580	)		(29,152,646	)

Loss per share of common stock
Loss per share of common stock – basic (note 12)	$	(4.09	)	$	(2.61	)
Loss per share of common stock – fully diluted (note 12)	$	(4.09	)	$	(2.61	)
Weighted average number of shares of common stock
Weighted average shares of common stock – basic (note 12)		22,747,234			9,721,282
Weighted average shares of common stock – fully diluted (note 12)		22,747,234			9,721,282

The accompanying notes are an integral part of these consolidated financial statements.

F-6

Bunker Hill Mining Corp.

Consolidated Statements of Cash Flows

(Expressed in United States Dollars)

	Year Ended			Year Ended
	December 31,			December 31,
	2025			2024
Operating activities
Net loss for the year	$	(93,132,015	)	$	(25,341,623	)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock-based compensation (note 11,13, 14)		1,019,013			1,356,071
Settlement of DSUs (note 14)		81,116			(36,495	)
Depreciation expense (note 5)		538,258			393,297
Change in fair value of derivative liabilities (note 11)		42,593,254			(838,378	)
Change in fair value of silver loan (note 10)		49,386,219			2,820,533
Current tax expense (note 16)		-			1,050,000
Deferred tax (recovery) expense (note 16)		-			(2,588,590	)
Interest expense on lease liability (note 8)		29,242			50,560
Financing costs (note 10, 11)		(409,480	)		155,024
Units issued for services (note 11)		1,153,347			-
Loss on warrant issuance (note 11)		6,469,023			-
Loss on sale of equipment (note 6)		40,000			924,820
Gain on debt settlement (note 10)		(29,786,339	)		-
Loss on debt settlement (note 11)		3,449,557			394,456
Bad debt expense (note 4)		248,755			-
Loss on modification of debt (note 10)		2,155,718			-
Gain on modification of debt (note 10)		(468,878	)		(1,308,062	)
(Gain) loss on revaluation of stream debenture (note 10)		(4,149,606	)		230,000
Accretion of liabilities		4,964,883			6,010,303
Loss (gain) on fair value of convertible debt derivatives		(1,002,763	)		890,258
Changes in operating assets and liabilities:
Accounts receivable and prepaid deposits		(2,535,136	)		(96,798	)
Accounts payable		(160,120	)		2,456,577
Accrued liabilities		(307,419	)		1,043,405
Current income tax payable		(100,000	)		-
Interest payable		2,261,121			2,018,037
Net cash used in operating activities		(17,662,250	)		(10,416,605	)

Investing activities

Expenditures on process plant		(36,423,940	)		(35,433,926	)
Expenditures on mine development		(4,597,547	)		(3,913,472	)
Purchase of land		(30,000	)		(309,861	)
Purchase of machinery and equipment		(85,780	)		(983,719	)
Net cash used in investing activities		(41,137,267	)		(40,640,978	)

Financing activities

Proceeds from issuance of units, net (note 11)		61,803,983			-
Proceeds from warrant exercises (note 11)		386,368			-
Proceeds from compensation options (note 11)		79,518			-
Proceeds from silver loan (note 10)		-			26,278,261

Proceeds from Teck promissory note (note 10)		4,400,000			-
Repayment of Teck promissory note (note 10)		(4,487,160	)		-
Proceeds from Loan (note 10)		3,500,000			-
Repayment of Loan (note 10)		(3,500,000	)		-
Proceeds from debt facility (note 10)		11,000,000			10,000,000
Repayment of U.S. Environmental Protection Agency cost recovery payable (note 9)		-			(3,000,000	)
Lease payments (note 8)		(227,564	)		(537,997	)
Net cash provided by financing activities		72,955,145			32,740,264
Net change in cash and restricted cash		14,155,628			(18,317,319	)
Cash and restricted cash, beginning of year		8,261,277			26,578,596
Cash and restricted cash, end of year	$	22,416,905		$	8,261,277

Supplemental disclosures
Cash interest paid	$	-		$	-

Non-cash activities:
Interest payable settled with common shares	$	2,515,243		$	2,030,526
Deferred shared units settled with common shares		81,116			83,802
Debt settled with common shares		5,118,323			-
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 year	$	22,416,905		$	8,261,277
Less restricted cash		2,975,000			4,475,000
Cash	$	19,441,905		$	3,786,277

The accompanying notes are an integral part of these consolidated financial statements.

F-7

Bunker Hill Mining Corp.

Consolidated Statements of Changes in Shareholders’ Deficiency

(Expressed in United States Dollars)

								Accumulated
					Additional			other
	Common stock				paid-in-			comprehensive			Accumulated
	Shares		Amount		capital			income			deficit			Total

Balance, December 31, 2024		9,991,391	$	348	$	61,233,369		$	(3,002,361	)	$	(110,366,721	)	$	(52,135,365	)
Stock-based compensation		-		-		386,732			-			-			386,732
Shares issued for interest payable		852,509		30		2,799,104			-			-			2,799,134
Shares issued for deferred share units		17,583		1		81,114			-			-			81,115
Shares issued for services		1,088,201		39		3,156,949			-			-			3,156,988
Shares issued for mine acquisition		666,667		23		4,216,336			-			-			4,216,359
Shares issued for restricted share units vested		159,169		5		(5	)		-			-			-
Shares issued for warrant exercises		103,115		3		547,421			-			-			547,424
Shares issued for compensation option exercises		26,433		1		52,080			-			-			52,081
Shares issued June private placement		7,206,165		252		19,500,019			-			-			19,500,271
Shares issued September private placement		12,321,429		431		16,938,648			-			-			16,939,079
Compensation options		-		-		2,309,056			-			-			2,309,056
Shares issued for debt		7,401,361		259		26,516,336			-			-			26,516,595
Initial Recognition of CD1, CD2, CD3		-		-		9,970,069			-			-			9,970,069
Other comprehensive income		-		-		-			2,721,435			-			2,721,435
Loss for the year		-		-		-			-			(93,132,015	)		(93,132,015	)
Balance, December 31, 2025		39,834,023	$	1,392	$	147,707,228		$	(280,926	)	$	(203,498,736	)	$	(56,071,042	)

Balance, December 31, 2023		9,218,900	$	321	$	57,848,953		$	808,662		$	(85,025,098	)	$	(26,367,162	)
Balance		9,218,900	$	321	$	57,848,953		$	808,662		$	(85,025,098	)	$	(26,367,162	)
Stock-based compensation		-		-		8

Bunker Hill Mining Corp. S-1