[10-Q] Bunker Hill Mining Corp. Quarterly Earnings Report
Bunker Hill Mining Corp. (BHLL) filed its Q3 2025 10‑Q, showing a stronger balance sheet while it continues building out the Bunker Hill Mine. Cash was $34.4 million as of September 30, 2025, up from $3.8 million at year‑end, with total assets at $149.9 million. Shareholders’ equity improved to $17.0 million from a deficit of $52.1 million at December 31, 2024, reflecting capital raises and liability restructurings.
The quarter recorded a net loss of $28.1 million, driven by non‑cash fair value movements, including a $11.9 million loss on the silver loan and a $6.5 million loss on warrant issuance. For the nine months, the net loss was $14.1 million, aided by a $29.6 million gain on settling the stream agreement.
Operational investment continued: the process plant balance rose to $88.6 million and mine development to $8.9 million. The company exchanged its metals stream for 200,000,000 common shares, a new $4.0 million convertible debenture, and additional royalties; Sprott now holds a 5% life‑of‑mine gross revenue royalty. Common shares outstanding were 1,366,387,041 as of November 13, 2025.
- None.
- None.
Insights
Balance sheet improves via stream exchange and equity; losses remain driven by non-cash items.
Bunker Hill Mining strengthened its capital structure in Q3. The stream obligation was exchanged for 200,000,000 shares, a new CD3 of
Quarterly loss of
The company reports Sprott now holds a
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission
file number:
(Exact Name of Registrant as Specified in its Charter)
| (State
of other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(Registrant’s Telephone Number, including Area Code)
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: None
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT: None
Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☐ No ☒
Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes ☒ No ☐
Indicate
by check mark whether the Registrant (1) has filed all reports required by Section 13 or 15(d) of the Securities Exchange Act of 1934
(“Exchange Act”) during the preceding 12 months (or for such shorter period that the Registrant was required to file such
reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate
by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
to this Form 10-Q. ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company in Rule 12b-2 of the Exchange Act.
| Large accelerated filer ☐ | Accelerated filer ☐ | |
| Smaller
reporting company | ||
| Emerging
Growth Company |
Indicate
by check mark whether the Registrant is a shell company, as defined in Rule 12b-2 of the Exchange Act. Yes ☐ No
Number
of shares of Common Stock outstanding as of November 13, 2025:
TABLE OF CONTENTS
| PART I – FINANCIAL INFORMATION | 5 | |
| Item 1. Financial Statements | 5 | |
| Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation | 31 | |
| Item 3. Quantitative and Qualitative Disclosures about Market Risk | 35 | |
| Item 4. Controls and Procedures | 35 | |
| PART II – OTHER INFORMATION | 37 | |
| Item 1. Legal Proceedings | 37 | |
| Item 1A. Risk Factors | 37 | |
| Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds | 38 | |
| Item 3. Defaults upon Senior Securities | 38 | |
| Item 4. Mine Safety Disclosure | 38 | |
| Item 5. Other Information | 39 | |
| Item 6. Exhibits | 39 | |
| 2 |
Reporting Currency and Other Information
All amounts in this report are expressed in United States (“U.S.”) dollars, unless otherwise indicated.
References to “Bunker Hill”, the “Company,” the “Registrant”, “we,” “our,” and “us” mean Bunker Hill Mining Corp., a Nevada corporation, our predecessors, and consolidated subsidiary, or any one or more of them, as the context requires.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q (this “Quarterly Report”), including “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in Item 2 of Part I of this report, contains “forward-looking statements” within the meaning of the Securities Act of 1933, as amended (the “Securities Act”) and the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and “forward-looking information” within the meaning of Canadian securities laws (collectively, “forward-looking statements”). Any statements that express or involve discussions with respect to business prospects, predictions, expectations, beliefs, plans, intentions, projections, objectives, strategies, assumptions, future events, performance or exploration and development efforts using words or phrases (including negative and grammatical variations) such as, but not limited to, “expects,” “anticipates,” “plans,” “estimates,” “intends,” “forecasts,” “likely,” “projects,” “believes,” “seeks,” or stating that certain actions, events or results “may,” “could,” “would,” “should,” “might” or “will” be taken, occur or be achieved, are not statements of historical fact and may be forward-looking statements. Although we believe that our plans, intentions, and expectations reflected in these forward-looking statements are reasonable, we cannot be certain that these plans, intentions, and expectations will be achieved. Actual results, performance or achievements could differ materially from those contemplated, expressed or implied by the forward-looking statements contained in this Quarterly Report. Forward-looking statements in this Quarterly Report include, but are not limited to, statements regarding the following:
| ● | our business, prospects, and overall strategy; | |
| ● | progress in the development of our Bunker Hill Mine as a profitable mining operation and the timing of that progress; | |
| ● | planned or estimated expenses and capital expenditures, including the Bunker Hill Mine’s expected costs of construction, commissioning, and operation and the sources of funds to pay for such costs; | |
| ● | our ability to secure required capital, to complete the development of the Bunker Hill Mine and support corporate needs; | |
| ● | our ability to uplist to a national exchange if so determined to be in the best interest of our shareholders; and the timing of any uplisting, if so applied for; | |
| ● | our ability to advance and complete our planned mineral resource expansion and the potential that those results will create additional mineral resource; and | |
| ● | any further initiatives or advancements that may be undertaken relating to the Bunker Hill Mine. |
| 3 |
Forward-looking statements are based on our current expectations and assumptions that are subject to a variety of known and unknown risks, uncertainties and other factors that could cause actual events or results to differ materially from those expressed or implied by the forward-looking statements. Factors that could cause actual results to differ from those implied by the forward-looking statements in this Form 10-Q are more fully described within Part II, Item 1A, “Risk Factors” in this Form 10-Q and “Part I, Item 1A. Risk Factors” in our Form 10-K. Such risks are not exhaustive. New risk factors emerge from time to time, and it is not possible to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligation to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.
In addition, statements of belief and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us, as applicable, as of the date of this Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.
Except as required by law, we disclaim any obligation to revise or update any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. We qualify all of the forward-looking statements contained in this Quarterly Report by the foregoing cautionary statements. We advise you to carefully review the reports and documents we file from time to time with the U.S. Securities and Exchange Commission (the “SEC”) and with the Canadian securities regulatory authorities, particularly our Annual Report on Form 10-K for the year ended December 31, 2024. The reports and documents filed by us with the SEC are available at www.sec.gov and with the Canadian securities regulatory authorities under the Company’s profile at www.sedarplus.ca.
| 4 |
PART I – FINANCIAL INFORMATION
Item 1. Financial Statements
The condensed interim consolidated financial statements of Bunker Hill Mining Corp., (“Bunker Hill”, the “Company”, or the “Registrant”) a Nevada corporation, included herein were prepared, without audit, pursuant to rules and regulations of the Securities and Exchange Commission. Because certain information and notes normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“U.S.”) were condensed or omitted pursuant to such rules and regulations, these financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s Form 10-K for the year ended December 31, 2024, and all amendments thereto.
Bunker Hill Mining Corp.
Condensed Interim Consolidated Balance Sheets
(Expressed in U.S. Dollars)
Unaudited
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| ASSETS | ||||||||
| Current assets | ||||||||
| Cash | $ | $ | ||||||
| Restricted cash (note 8) | ||||||||
| Accounts receivable and prepaid expenses (note 3) | ||||||||
| Asset held for sale (note 5) | ||||||||
| Spare parts inventory | ||||||||
| Total current assets | ||||||||
| Non-current assets | ||||||||
| Long term deposit (note 6) | ||||||||
| Equipment (note 4) | ||||||||
| Right-of-use asset (note 4) | ||||||||
| Land | ||||||||
| Bunker Hill Mine and mining interests (note 6) | ||||||||
| Process plant (note 5) | ||||||||
| Total assets | $ | $ | ||||||
| EQUITY AND LIABILITIES | ||||||||
| Current liabilities | ||||||||
| Accounts payable (note 15) | $ | $ | ||||||
| Accrued liabilities | ||||||||
| Current portion of lease liability (note 7) | ||||||||
| Deferred share units liability (note 11) | ||||||||
| Environment protection agency cost recovery payable (note 8) | ||||||||
| Current portion of silver loan (note 9) | - | |||||||
| Current portion of stream debenture (note 9) | - | |||||||
| Interest payable (note 9) | ||||||||
| Current income tax payable (note 13) | ||||||||
| Total current liabilities | ||||||||
| Non-current liabilities | ||||||||
| Lease liability (note 7) | ||||||||
| Series 1 convertible debenture (note 9) | ||||||||
| Series 2 convertible debenture (note 9) | ||||||||
| Series 3 convertible debenture (note 9) | - | |||||||
| Stream debenture (note 9) | - | |||||||
| Silver loan (note 9) | ||||||||
| Debt facility (note 9) | ||||||||
| Environment protection agency cost recovery liability, net of discount (note 8) | ||||||||
| Derivative warrant liability (note 10) | ||||||||
| Total liabilities | ||||||||
| Shareholders’ equity (deficiency) | ||||||||
| Preferred shares, $ | - | - | ||||||
| Common shares, $ | ||||||||
| Additional paid-in-capital (note 10) | ||||||||
| Accumulated other comprehensive income | ( | ) | ( | ) | ||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total shareholders’ equity (deficiency) | ( | ) | ||||||
| Total shareholders’ equity (deficiency) and liabilities | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
| 5 |
Bunker Hill Mining Corp.
Condensed Interim Consolidated Statements of Income (Loss) and Comprehensive Income (Loss)
(Expressed in United States Dollars)
Unaudited
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operating expenses (note 14) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other income or gain (expense or loss) | ||||||||||||||||
| Interest income | ||||||||||||||||
| Change in derivative liabilities (note 10) | ( | ) | ( | ) | ||||||||||||
| Gain (loss) on FV of debentures (note 9) | - | ( | ) | ( | ) | |||||||||||
| Loss on FV of silver loan (note 9) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Interest expense (note 7,8,9) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| Finance costs (note 9) | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||
| (Loss) gain on stream debentures (note 9) | - | ( | ) | |||||||||||||
| Gain on debt modification (note 9) | - | |||||||||||||||
| Gain on debt settlement (note 9) | - | - | ||||||||||||||
| Loss on debt settlement (note 9) | - | ( | ) | ( | ) | ( | ) | |||||||||
| Loss on issuance of warrants (note 9) | ( | ) | - | ( | ) | - | ||||||||||
| Bad debt expense (note 3) | ( | ) | - | ( | ) | - | ||||||||||
| Loss on sale of equipment (note 5) | - | ( | ) | - | ( | ) | ||||||||||
| Other income | - | - | - | |||||||||||||
| Loss on foreign exchange | ( | ) | ( | ) | ( | ) | ||||||||||
| Income (loss) for the period pre tax | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Deferred tax recovery (note 13) | - | - | ||||||||||||||
| Income (loss) for the period | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Other comprehensive income, net of tax: | ||||||||||||||||
| Gain on change in FV on own credit risk (note 9) | ( | ) | ( | ) | ( | ) | ||||||||||
| Other comprehensive income | ( | ) | ( | ) | ( | ) | ||||||||||
| Comprehensive income (loss) | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net income (loss) per common share – basic | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Net income (loss) per common share – fully diluted | $ | ( | ) | $ | ( | ) | $ | ( | ) | $ | ( | ) | ||||
| Weighted average common shares – basic | ||||||||||||||||
| Weighted average common shares – fully diluted | ||||||||||||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
| 6 |
Bunker Hill Mining Corp.
Condensed Interim Consolidated Statements of Cash Flows
(Expressed in U.S. Dollars)
Unaudited
| Nine Months | Nine Months | |||||||
| Ended | Ended | |||||||
September 30, 2025 | September 30, 2024 | |||||||
| Operating activities | ||||||||
| Net income (loss) for the period | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net loss to net cash used in operating activities: | ||||||||
| Stock-based compensation (note 10) | ||||||||
| Depreciation expense (note 4) | ||||||||
| Change in fair value of warrant liability (note 10) | ( | ) | ||||||
| Deferred tax expense (note 13) | - | ( | ) | |||||
| Change in fair value of silver loan (note 9) | ||||||||
| Interest expense on lease liability (note 7) | ||||||||
| Financing costs (note 10) | ( | ) | ||||||
| Units issued for services (note 10) | - | |||||||
| (Gain) on debt settlement (note 9) | ( | ) | - | |||||
| Loss on issuance of warrants (note 10) | - | |||||||
| Loss on sale of equipment (note 5) | - | |||||||
| Loss on debt settlement (note 9) | ||||||||
| Bad debt expense (note 3) | - | |||||||
| (Gain) on debt modification (note 9) | ( | ) | ( | ) | ||||
| Accretion of liabilities (note 8, 9) | ||||||||
| (Gain) loss on fair value of convertible debentures (note 9) | ( | ) | ||||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable and prepaid expenses | ( | ) | ( | ) | ||||
| Accounts payable | ( | ) | ||||||
| Accrued liabilities | ( | ) | ||||||
| Current income tax payable | ( | ) | - | |||||
| Interest payable | ||||||||
| Net cash (used in) operating activities | ( | ) | ( | ) | ||||
| Investing activities | ||||||||
| Process plant | ( | ) | ( | ) | ||||
| Mine improvements | ( | ) | ( | ) | ||||
| Purchase of land | - | ( | ) | |||||
| Purchase of machinery and equipment | - | ( | ) | |||||
| Net cash (used in) investing activities | ( | ) | ( | ) | ||||
| Financing activities | ||||||||
| Proceeds from silver loan | - | |||||||
| Proceeds from issuance of common shares, net (note 10) | - | |||||||
| Proceeds from debt facility (note 9) | - | |||||||
| Proceeds from Teck promissory note (note 9) | - | |||||||
| Repayment of Teck promissory note (note 9) | ( | ) | - | |||||
| Proceeds from Loan (note 9) | - | |||||||
| Repayment of Loan (note 9) | ( | ) | - | |||||
| Lease payments | ( | ) | ( | ) | ||||
| Net cash provided by (used in) financing activities | ||||||||
| Net change in cash | ( | ) | ||||||
| Cash, beginning of period | ||||||||
| Cash, end of period | $ | $ | ||||||
| Supplemental disclosures | ||||||||
| Non-cash activities | ||||||||
| Interest payable settled with common shares | $ | $ | ||||||
| Services settled with common shares | $ | $ | - | |||||
| Loan Facility settled with common shares | $ | $ | - | |||||
| Stream settled with common shares | $ | $ | - | |||||
| Reconciliation from Cash Flow Statement to Balance Sheet: | ||||||||
| Cash and restricted cash end of period | $ | $ | ||||||
| Less restricted cash | ||||||||
| Cash end of period | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
| 7 |
Bunker Hill Mining Corp.
Condensed Interim Consolidated Statements of Changes in Shareholders’ Equity (Deficiency)
(Expressed in U.S. Dollars)
Unaudited
| Accumulated | ||||||||||||||||||||||||
| Additional | other | |||||||||||||||||||||||
| Common stock | paid-in- | comprehensive | Accumulated | |||||||||||||||||||||
| Shares | Amount | capital | income | deficit | Total | |||||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Stock-based compensation | - | - | - | - | ||||||||||||||||||||
| Shares issued for interest payable | - | - | ||||||||||||||||||||||
| Shares issued for DSUs vested | ||||||||||||||||||||||||
| Shares issued for DSUs vested, shares | ||||||||||||||||||||||||
| Shares issued for RSUs vested | ( | ) | - | - | - | |||||||||||||||||||
| Shares issued for services | - | - | ||||||||||||||||||||||
| Shares issued for private placement | - | - | ||||||||||||||||||||||
| Shares issued for private placement | - | - | ||||||||||||||||||||||
| Compensation options | - | - | - | - | ||||||||||||||||||||
| Shares issued for debt | - | - | ||||||||||||||||||||||
| Initial recognition of CD1, CD2, and CD3 | - | - | - | - | ||||||||||||||||||||
| OCI | - | - | - | - | ||||||||||||||||||||
| Net (loss) for the period | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||
| Balance, September 30, 2025 | $ | $ | $ | ( | ) | $ | ( | ) | $ | |||||||||||||||
| Balance, December 31, 2023 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Balance | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||
| Stock-based compensation | - | - | - | - | ||||||||||||||||||||
| Shares issued for interest payable | - | - | ||||||||||||||||||||||
| Shares issued for DSUs vested | - | - | ||||||||||||||||||||||
| Shares issued for RSUs vested | ( | ) | - | - | - | |||||||||||||||||||
| OCI | - | - | - | ( | ) | - | ( | ) | ||||||||||||||||
| Net (loss) for the period | - | - | - | - | ( | ) | ( | ) | ||||||||||||||||
| Balance, December 31, 2024 | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
| Balance | $ | $ | $ | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||
The accompanying notes are an integral part of these unaudited condensed interim consolidated financial statements.
| 8 |
Bunker Hill Mining Corp.
Notes to the Condensed Interim Consolidated Financial Statements (Unaudited)
Three and Nine Months Ended September 30, 2025
(Expressed in U.S. Dollars)
1. Nature and Continuance of Operations
Bunker Hill Mining Corp. (“we”, “us”, “Bunker Hill”, or the “Company”) was incorporated under the laws of the state of Nevada, U.S.A. on February 20, 2007, under the name Lincoln Mining Corp. Pursuant to a Certificate of Amendment dated February 11, 2010, the Company changed its name to Liberty Silver Corp., and on September 29, 2017, the Company changed its name to Bunker Hill Mining Corp. The Company’s registered office is located at 1802 N. Carson Street, Suite 212, Carson City, Nevada 89701, and its Canadian office is located at 300-1055 West Hastings Street, Vancouver, British Columbia, Canada, V6E 2E9. As of the date of this Form 10-Q, the Company had one subsidiary, Silver Valley Metals Corp. (“Silver Valley”, formerly American Zinc Corp.), an Idaho corporation created to facilitate the work being conducted at the Bunker Hill Mine in Kellogg, Idaho (“Bunker Hill Mine”).
The Company was incorporated for the purpose of engaging in mineral exploration, and exploitation activities, and is currently focused on the development and planned operations of the Bunker Hill Mine.
Bunker
Hill holds a
We are currently focused on the construction of the Bunker Hill Mine mill facilities and upgrades to the Bunker Hill Mine historic underground infrastructure as well as further delineating the mine’s mineral resources.
2. Significant Accounting Policies
Basis of Presentation
The accompanying unaudited condensed interim consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the U.S. and the rules and regulations of the U.S. Securities and Exchange Commission for interim financial information. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, shareholders’ deficiency, or cash flows. It is management’s opinion, however, that all material adjustments (consisting of normal recurring adjustments) have been made which are necessary for a fair financial statement presentation. The unaudited condensed interim consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K, which contains the annual audited consolidated financial statements and notes thereto, together with the Management’s Discussion and Analysis, for the year ended December 31, 2024. The interim results for the period ended September 30, 2025 are not necessarily indicative of the results for the full fiscal year. The unaudited condensed interim consolidated financial statements are presented in United States dollars, which is the Company’s functional currency.
| 9 |
Use of Estimates
The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes for items such as mineral reserves, useful lives and depreciation methods, potential impairment of long-lived assets, sale of mineral properties for the accounting of the conversion of the royalty convertible debenture (the “RCD”), deferred income taxes, settlement pricing of commodity sales, fair value of stock based compensation, accrued liabilities, estimation of asset retirement obligations and reclamation liabilities, convertible debentures, stream obligation, and warrants. Estimates are based on historical experience and various other assumptions that the Company believes to be reasonable. Actual results could differ from those estimates.
3. Accounts receivable and prepaid expenses
Accounts receivable and prepaid expenses consists of the following:
Schedule of Accounts Receivable and Prepaid Expenses
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Prepaid expenses, deposits, and other receivables | $ | $ | ||||||
| HST and interest receivable | ||||||||
| U.S. Environment Protection Agency overpayment (note 8) | - | |||||||
| Total | $ | $ | ||||||
During
the three and nine months ended September 30, 2025, the Company incurred a bad debt expense of $
4. Equipment, Right-of-Use Asset
Equipment consists of the following:
Schedule of Equipment
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Equipment | $ | $ | ||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Equipment, net | $ | $ | ||||||
The
total depreciation expense relating to equipment during the three and nine months ended September 30, 2025, was $
Right-of-use asset consists of the following:
Schedule of Right-of-use Asset
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Right-of-use asset | ||||||||
| Less accumulated depreciation | ( | ) | ( | ) | ||||
| Right-of-use asset, net | $ | $ | ||||||
The
total depreciation expense during the three and nine months ended September 30, 2025, was $
| 10 |
5. Process Plant
On May 13, 2022, the Company purchased a comprehensive package of equipment and parts inventory from Teck Resources Limited (“Teck”) a related party as of June 5, 2025 (note 15). The package comprised substantially all processing equipment of value located at the Pend Oreille mine site, including complete crushing, grinding and flotation circuits suitable for a planned ~1,500 ton-per-day operation at the Bunker Hill site, and total inventory of nearly 10,000 components and parts for mill, assay lab, conveyer, field instruments, and electrical spares.
The process plant was purchased in an assembled state in the seller’s location, and included major processing systems, significant components, and a large inventory of spare parts. The Company has disassembled and transported it to the Bunker Hill site, and is reassembling it as an integral part of the Company’s future operations. The Company determined that the transaction would be accounted for as an asset acquisition, with the process plant representing a single asset, with the exception of the inventory of spare parts, which has been separated out on the condensed interim consolidated balance sheets as a non-current asset. As the plant is demobilized, transported and reassembled, installation and other costs associated with these activities are being captured and capitalized as components of the asset.
Process plant consists of the following:
Schedule of Process Plant
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Mill purchase, detailed engineering, and construction costs | $ | $ | ||||||
| Capitalized interest (note 9) | ||||||||
| Disposal of grinding circuits | ( | ) | ( | ) | ||||
| Process Plant | $ | $ | ||||||
In
August 2024, the Company sold a grinding circuit previously purchased from Teck as part of the Pend Oreille Mill purchase for $
6. Bunker Hill Mine and Mining Interests
The Company purchased the Bunker Hill Mine (the “Mine”) in January 2022.
The carrying cost of the Mine is comprised of the following:
Schedule of Carrying Cost of Mine
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Bunker Hill Mine purchase | $ | $ | ||||||
| Capitalized development | ||||||||
| Sale of mineral properties (note 9) | ( | ) | ( | ) | ||||
| Land | ||||||||
| Definition drilling | ||||||||
| Bunker Hill mine | $ | $ | ||||||
| 11 |
Land purchase and leases
The
Company owns a 225-acre surface land parcel valued at its original purchase price of $
On
March 3, 2023, the Company entered into a lease agreement with C & E Tree Farm LLC for the lease of a land parcel overlaying a portion
of the Company’s existing mineral claims package. The Company is committed to making monthly payments of $
Sale of Mineral Properties – Royalties
On
June 5, 2025, as consideration for Sprott stream conversion as described in note 9, the Company granted a royalty for
On
January 17, 2025, as consideration for Sprott advancing the debt facility, as described in note 9, the Company granted a royalty for
On
December 19, 2024, as consideration for Sprott advancing the debt facility, as described in note 9, the Company granted a royalty
for
On
December 12, 2024, as consideration for Sprott advancing the debt facility, as described in note 9, the Company granted a royalty for
As
a result of
These
Sprott transactions were treated as a sale of mineral interest. The portion of the mineral interest sold was determined based on an analysis
of discounted life-of-mine royalty payments relative to discounted future cash flows generated from the mine net of capital and operating
costs, applied to the carrying value of the Bunker Hill Mine as of above funding dates, before consideration of the sale of mineral properties.
| 12 |
7. Lease Liability
As of September 30, 2025, and December 31, 2024, The Company’s undiscounted lease obligations consisted of the following:
Schedule of Lease Liability
| September 30, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Gross lease obligation – minimum lease payments | ||||||||
| 1 year | $ | $ | ||||||
| 2- 3 years | ||||||||
| 4-5 years | - | - | ||||||
| Future interest expense on lease obligations | ( | ) | ( | ) | ||||
| Total lease liability | ||||||||
| Current lease liability | ||||||||
| Non-current lease liability | ||||||||
| Total lease liability | ||||||||
Interest
expense for the three and nine months ended September 30, 2025, was $
8. Environmental Protection Agency (“EPA”) Settlement Agreement and Water Treatment Liabilities
Effective
December 19, 2021, the Company entered into an amended Settlement Agreement between the Company, Idaho Department of Environmental Quality,
U.S. Department of Justice, and the EPA (the “Amended Settlement”). Upon the effectiveness of the Amended Settlement, the
Company would become fully compliant with its payment obligations to these parties. The Amended Settlement modified the payment schedule
and payment terms for recovery of the historical environmental response costs. Pursuant to the terms of the Amended Settlement, upon
purchase of the Bunker Hill Mine and the satisfaction of financial assurance commitments (as described below), the $
Schedule of Amended Settlement Environmental Protection Agency Agreement
| Date | Amount | |||
| Within 30 days of Settlement Agreement | $ | |||
| November 1, 2024 | $ | |||
| November 1, 2025 | $ | |||
| November 1, 2026 | $ | |||
| November 1, 2027 | $ | |||
| November 1, 2028 | $ | |||
| November 1, 2029 | $ | |||
In addition to the changes in payment terms and schedule, the Amended Settlement includes a commitment by the Company to secure financial assurance for the principle outstanding in the form of performance bonds or letters of credit deemed acceptable to the EPA. The financial assurance can be drawn on by the EPA in the event of non-performance by the Company of its payment obligations under the Amended Settlement (the “Financial Assurance”). The amount of the bonds will decrease over time as individual payments are made.
In
December 2024, the Company made the second payment under the 2021 Amended Settlement Agreement in the amount of $
| 13 |
The
Company recorded accretion expense on the liability of $
Water Treatment Charges – Idaho Department of Environmental Quality (“IDEQ”)
Separate to the cost recovery liability pursuant to the EPA Settlement Agreement, the Company has agreed to pay ongoing water treatment charges. Water treatment charges incurred through December 31, 2021 were payable to the EPA, and charges thereafter became payable to the Idaho Department of Environmental Quality (“IDEQ”) following a change in management for the Central Treatment Plant (“CTP”) from the EPA to the IDEQ as of that date.
The
Company is currently charged a monthly amount of $
9. Promissory Notes Payable, Convertible Debentures, and Silver Loan
$6,000,000 Convertible Debenture (CD1)
CD1
bore interest at an annual rate of
In
June 2025, the Company and Sprott agreed to amend the rate of interest of CD1 reducing it from
$15,000,000 Series 2 Convertible Debenture (CD2)
CD2
bore interest at an annual rate of
In
August 2024, the Company and Sprott agreed to amend
| 14 |
In
June 2025, the Company and Sprott agreed to amend the rate of interest of CD2 reducing it from
Prior to the extinguishment on June 5, 2025, the Company determined that in accordance with ASC 815 Derivatives and Hedging, each debenture will be valued and recorded as a single instrument, with the periodic changes to fair value accounted through earnings, profit and loss.
Consistent with the approach above, the following table summarizes the key valuation inputs as at applicable valuation dates:
Schedule of Key Valuation Inputs
| Reference (1,2,3) | Valuation date | Maturity date | Contractual
rate | Stock price (US$) | Expected equity volatility | Credit spread | Risk-free rate | Risk- adjusted rate | ||||||||||||||||||||
| CD1 note | 12-31-24 | % | % | % | % | % | ||||||||||||||||||||||
| CD2 note | 12-31-24 | % | % | % | % | % | ||||||||||||||||||||||
| CD1 note | 03-31-25 | % | % | % | % | % | ||||||||||||||||||||||
| CD2 note | 03-31-25 | % | % | % | % | % | ||||||||||||||||||||||
| (1) | ||
| (2) | ||
| (3) |
The
gain (loss) on changes in fair value of convertible debentures recognized on the condensed interim consolidated statements of income
(loss) and comprehensive income (loss) during the three and nine months ended September 30, 2025, was $nil and $
The
portion of changes in fair value that is attributable to changes in the Company’s credit risk is accounted for within other comprehensive
income. During the three and nine months ended September 30, 2025, the Company recognized $nil and $
Interest
expense on the pre-extinguished CD1 from January 1, 2025 to June 5, 2025 was $
For
the three and nine months ended September 30, 2025, the Company recognized $(
For
the three and nine months ended September 30, 2025, the Company recognized $nil, and $
The
Company recorded accretion expense on host debt of CD1 of $
| 15 |
The
Company recorded accretion expense on the host debt of CD2 of $
At
September 30, 2025 interest of $
$4,000,000 Series 3 Convertible Debenture (CD3)
The
Company closed the $
The
Company recorded accretion expense on host debt of CD3 of $
The Company performs quarterly testing of the covenants in the CD1, CD2, CD3 and was in compliance with all such covenants as of September 30, 2025.
The Stream
The Company determined that in accordance with ASC 815 derivatives and hedging, the Stream does not meet the criteria for treatment as a derivate instrument as the quantities of metal to be sold thereunder are not subject to a minimum quantity, and therefore a notional amount is not determinable. The Company has therefore determined that in accordance with ASC 470, the stream obligation should be treated as a liability based on the indexed debt rules thereunder. The initial recognition has been made at fair value based on cash received, net of transaction costs, and the discount rate calibrated so that the future cash flows associated with the Stream, using forward commodity prices, equal the cash received. The measurement of the stream obligation is accounted for at amortized cost with accretion at the discount rate. Subsequent changes to the expected cash flows associated with the Stream will result in the adjustment of the carrying value of the stream obligation using the same discount rate, with changes to the carrying value recognized in the condensed interim consolidated statements of income (loss) and comprehensive income (loss).
The
Company determined the effective interest rate of the Stream obligation to be
| 16 |
On
June 5, 2025, the existing metals purchase agreement (the “Metals Purchase Agreement”) dated June 23, 2023, by and among
the Company, Silver Valley, and Sprott Streaming, pursuant to which Sprott Streaming previously advanced a $
$15,000,000 Debt Facility
On
June 23, 2023, the Company closed a $
On
January 31, 2025, the Company drew $
On
June 5, 2025, the Company and Sprott agreed to amend the Terms of the debt Facility, specifically the Company agreed to changes to the
interest payment mechanism, specifically the removal of capitalized interest and the insertion of the ability to pay interest via shares
in addition to a $
The
Company recorded accretion expense on the debt facility of $
The Company performs quarterly testing of the covenants in the Debt Facility and was in compliance with all such covenants as of September 30, 2025.
Silver Loan
On
August 8, 2024, the Company entered into definitive agreements with Monetary Metals Bond III LLC, an entity established by Monetary Metals
& Co., for a silver loan in an amount of U.S. dollars equal to up to
| 17 |
In
June 2025, the Company and Monetary Metals & Co. agreed to amend the rate of interest of the silver loan reducing it from
The Company determined that in accordance with ASC 815 Derivatives and Hedging, the Silver Loan is valued and recorded as a single instrument, with the periodic changes to fair value accounted through earnings, profit and loss.
The fair value of the Silver Loan was determined using the Black-Derman-Toy (“BDT”) model. BDT models the evolution of interest rates over time using a binomial tree structure by capturing level of interest rates and volatility and estimates the value of the prepayment option by assessing how the borrower’s incentive to prepay changes with interest rate movements. The key inputs include:
Schedule of Estimates Value of Prepayment Option by Assessing Interest Rate Movements
| Reference | Valuation Date | Maturity Date | Contractual Interest Rate | Interest Rate Volatility | Risk-free rate | Credit Spread | Risk- adjusted rate | |||||||||||||||||
| Tranche 1, 2, 3, 4, & 5 | Dec 31, 2024 | % | % | % | % | % | ||||||||||||||||||
| Tranche 1, 2, 3, 4, & 5 | Mar 31, 2025 | % | % | % | % | % | ||||||||||||||||||
| Tranche 1, 2, 3, 4, & 5 | June 30, 2025 | % | % | % | % | % | ||||||||||||||||||
| Tranche 1, 2, 3, 4, & 5 | September 30, 2025 | % | % | % | % | % | ||||||||||||||||||
The resulting fair values of the Silver Loan at September 30, 2025, and December 31, 2024, and as of the issuance date, were as follows:
| Reference | September 30, 2025 | Dec 31, 2024 | ||||||
| Silver Loan | $ | $ | ||||||
The
loss on changes in fair value of Silver Loan recognized on the condensed interim consolidated statements of income (loss) and comprehensive
income (loss) during the three and nine months ended September 30, 2025, was $
The Company performs quarterly testing of the covenant of the Silver Loan and was in compliance with all such covenants as of September 30, 2025.
Teck Promissory Note
On
March 21, 2025, the Company closed an unsecured promissory note for an aggregate principal amount of up to $
| 18 |
On
June 6, 2025, the Company repaid principal and accrued interest, in the amount of $
$10,000,000 Teck Standby Facility
On
June 5, 2025, the Company closed an uncommitted demand standby prepayment credit facility with Teck for $
$3,500,000 Unsecured Loan
On
September 16, 2025, the Company closed an unsecured loan for an aggregate principal amount of up to $
On September 30, 2025, the Company repaid principal on the unsecured Loan. As of September 30, 2025, the principal and interest outstanding on the unsecured Loan is $nil ($nil at December 31, 2024) on the condensed interim consolidated balance sheets.
10. Capital Stock, Warrants, Stock Options and Restricted Share Units
Authorized
The total authorized capital is as follows:
| ● | |
| ● |
Issued and outstanding
In
January 2025, the Company issued
In
January 2025, the Company issued
In
January 2025, the Company issued
| 19 |
In
April 2025 the Company issued
On
June 5, 2025, we, closed the brokered private placement (the “Brokered Offering”) for aggregate cash consideration of $
As
part of the Equity Offerings, we issued an aggregate of our
In
the Brokered Offering,
The
Equity Offerings, including both the brokered and non-brokered components, were conducted on a private placement basis pursuant to
applicable exemptions from the requirements of securities laws under National Instrument 45-106 – Prospectus Exemptions and
the United States Securities Act of 1933, as amended (the “Securities Act”), in such other jurisdictions outside of
Canada and the United States pursuant to applicable exemptions from the prospectus, registration or other similar requirements in
such other jurisdictions. All securities issued pursuant to the Equity Offerings (i) are subject to a four month plus one day hold
period in accordance with applicable Canadian securities laws and, if applicable, the policies of the TSX Venture Exchange (the
“TSX-V”) and (ii) have not been registered under the Securities Act or any U.S. state securities laws and may not be
offered or sold in the United States without registration under the Securities Act and all applicable state securities laws or
compliance with requirements of an applicable exemption therefrom. The gross proceeds were bifurcated between equity and warrant liability at $
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 $
Sprott Streaming Debt Settlements
On
June 5, 2025, The Company and Silver Valley entered into the debt settlement agreements with Sprott Streaming (collectively, the “Sprott
Debt Settlement Agreements”), pursuant to which an aggregate of
| 20 |
Additional Debt Settlements
The
Company agreed to settle outstanding receivables and other amounts owing (including, where applicable, accrued and unpaid interest thereon)
in aggregate amounts of approximately $
In connection with the Debt Settlements, the Company issued:
(a)
(b)
(c)
Equity Payment
Silver
Valley and C & E Tree Farm, L.L.C. (“C&E”) previously entered into an option agreement dated March 3, 2023 (the “Option
Agreement”), pursuant to which Silver Valley has an option to purchase certain real property in Idaho, USA, from C&E upon making
a cash payment of $
In
July 2025, the Company issued
On
September 29, 2025, the Company, closed the brokered private placement (the “Brokered Offering”) for aggregate cash
consideration of $
As
part of the Brokered Offering, we issued an aggregate of
| 21 |
The Equity Offering was conducted on a private placement basis pursuant to applicable exemptions from the requirements of securities laws under National Instrument 45-106 – Prospectus Exemptions and the United States Securities Act of 1933, as amended (the “Securities Act”), in such other jurisdictions outside of Canada and the United States pursuant to applicable exemptions from the prospectus, registration or other similar requirements in such other jurisdictions. All securities issued pursuant to the Equity Offerings (i) are subject to a four month plus one day hold period in accordance with applicable Canadian securities laws and, if applicable, the policies of the TSX Venture Exchange (the “TSX-V”) and (ii) have not been registered under the Securities Act or any U.S. state securities laws and may not be offered or sold in the United States without registration under the Securities Act and all applicable state securities laws or compliance with requirements of an applicable exemption therefrom.
In
January 2024, the Company issued
In
March 2024, the Company issued
In
April 2024, the Company issued
In
April 2024, the Company issued
In
July 2024, the Company issued
In
August 2024, in connection with closing of the First Tranche, the Company issued
The Company has accounted for the warrants in accordance with ASC Topic 815. The warrants are considered derivative instruments as they were issued in a currency other than the Company’s functional currency of the U.S. dollar. The estimated fair value of warrants accounted for as liabilities was determined on the date of issue and marked to market at each financial reporting period. The change in fair value of the warrant is recorded in the condensed interim consolidated statements of income (loss) and comprehensive income (loss) as a gain or loss and is estimated using the Binomial model.
The fair value of the warrant liabilities related to the various tranches of warrants issued during the period were estimated using the Binomial model to determine the fair value using the following assumptions as at September 30, 2025 and December 31, 2024:
Schedule of Fair Value of Warrant Liabilities Related to Various Tranches of Warrants Issued
| September 2025 warrants | September 30, 2025 | Grant Date | ||||||
| Expected life | ||||||||
| Volatility | % | % | ||||||
| Risk free interest rate | % | % | ||||||
| Dividend yield | % | % | ||||||
| Share price (C$) | $ | $ | ||||||
| Fair value | $ | $ | ||||||
| Change in derivative liability | $ | ( | ) | |||||
| 22 |
During
the three and nine months ended September 30, 2025, the Company recognized a loss on issuance of the September 29, 2025 warrants of $
| June 2025 warrants | September 30, 2025 | Grant Date | ||||||
| Expected life | ||||||||
| Volatility | % | % | ||||||
| Risk free interest rate | % | % | ||||||
| Dividend yield | % | % | ||||||
| Share price (C$) | $ | $ | ||||||
| Fair value | $ | $ | ||||||
| Change in derivative liability | $ | |||||||
| January 2025 warrants | September 30, 2025 | Grant Date | ||||||
| Expected life | ||||||||
| Volatility | % | % | ||||||
| Risk free interest rate | % | % | ||||||
| Dividend yield | % | % | ||||||
| Share price (C$) | $ | $ | ||||||
| Fair value | $ | $ | ||||||
| Change in derivative liability | $ | ( | ) | |||||
| November 2024 warrants | September 30, 2025 | December 2024 | ||||||
| Expected life | ||||||||
| Volatility | % | % | ||||||
| Risk free interest rate | % | % | ||||||
| Dividend yield | % | % | ||||||
| Share price (C$) | $ | $ | ||||||
| Fair value | $ | $ | ||||||
| Change in derivative liability | $ | |||||||
| October 2024 warrants | September 30, 2025 | December 2024 | ||||||
| Expected life | ||||||||
| Volatility | % | % | ||||||
| Risk free interest rate | % | % | ||||||
| Dividend yield | % | % | ||||||
| Share price (C$) | $ | $ | ||||||
| Fair value | $ | $ | ||||||
| Change in derivative liability | $ | ( | ) | |||||
| August 2024 warrants | September 30, 2025 | December 2024 | ||||||
| Expected life | ||||||||
| Volatility | % | % | ||||||
| Risk free interest rate | % | % | ||||||
| Dividend yield | % | % | ||||||
| Share price (C$) | $ | $ | ||||||
| Fair value | $ | $ | ||||||
| Change in derivative liability | $ | ( | ) | |||||
| March 2023 warrants | September 30, 2025 | December 31, 2024 | ||||||
| Expected life | ||||||||
| Volatility | % | % | ||||||
| Risk free interest rate | % | % | ||||||
| Dividend yield | % | % | ||||||
| Share price (C$) | $ | $ | ||||||
| Fair value | $ | $ | ||||||
| Change in derivative liability | $ | |||||||
| 23 |
| April 2022 special warrants issuance | September 30, 2025 | December 31, 2024 | ||||||
| Expected life | Expired | |||||||
| Volatility | N/A | % | ||||||
| Risk free interest rate | N/A | % | ||||||
| Dividend yield | N/A | % | ||||||
| Share price (C$) | $ | N/A | $ | |||||
| Fair value | $ | - | $ | |||||
| Change in derivative liability | $ | ( | ) | |||||
| April 2022 non-brokered issuance | September 30, 2025 | December 31, 2024 | ||||||
| Expected life | Expired | |||||||
| Volatility | N/A | % | ||||||
| Risk free interest rate | N/A | % | ||||||
| Dividend yield | N/A | % | ||||||
| Share price (C$) | $ | N/A | $ | |||||
| Fair value | $ | - | $ | |||||
| Change in derivative liability | $ | ( | ) | |||||
| June 2022 issuance | September 30, 2025 | December 31, 2024 | ||||||
| Expected life | Expired | |||||||
| Volatility | N/A | % | ||||||
| Risk free interest rate | N/A | % | ||||||
| Dividend yield | N/A | % | ||||||
| Share price (C$) | $ | N/A | $ | |||||
| Fair value | $ | - | $ | |||||
| Change in derivative liability | $ | ( | ) | |||||
| February 2021 issuance | September 30, 2025 | December 31, 2024 | ||||||
| Expected life | ||||||||
| Volatility | % | % | ||||||
| Risk free interest rate | % | % | ||||||
| Dividend yield | % | % | ||||||
| Share price (C$) | $ | $ | ||||||
| Fair value | $ | $ | ||||||
| Change in derivative liability | $ | ( | ) | |||||
| June 2019 issuance | September 30, 2025 | December 31, 2024 | ||||||
| Expected life | ||||||||
| Volatility | % | % | ||||||
| Risk free interest rate | % | % | ||||||
| Dividend yield | % | % | ||||||
| Share price (C$) | $ | $ | ||||||
| Fair value | $ | $ | ||||||
| Change in derivative liability | $ | ( | ) | |||||
| 24 |
| August 2019 issuance | September 30, 2025 | December 31, 2024 | ||||||
| Expected life | ||||||||
| Volatility | % | % | ||||||
| Risk free interest rate | % | % | ||||||
| Dividend yield | % | % | ||||||
| Share price (C$) | $ | $ | ||||||
| Fair value | $ | $ | ||||||
| Change in derivative liability | $ | ( | ) | |||||
Outstanding warrants at September 30, 2025 and December 31, 2024 were as follows:
Schedule of Warrant Activity
| Weighted | Weighted | |||||||||||
| average | average | |||||||||||
| Number of | exercise price | grant date | ||||||||||
| warrants | (C$) | value ($) | ||||||||||
| Balance, December 31, 2023 | $ | $ | ||||||||||
| Issued | ||||||||||||
| Expired | ( | ) | ||||||||||
| Balance, December 31, 2024 | $ | $ | ||||||||||
| Balance, December 31, 2024 | $ | $ | ||||||||||
| Issued | ||||||||||||
| Expired | ( | ) | ||||||||||
| Balance, September 30, 2025 | $ | $ | ||||||||||
At September 30, 2025, the following warrants were outstanding:
Schedule of Warrants Outstanding Exercise Price
| Exercise | Number of | Number of warrants | ||||||||||
| Expiry date | price (C$) | warrants | exercisable | |||||||||
Compensation options
At September 30, 2025, and December 31, 2024 the following broker options were outstanding:
Schedule of Compensation Options
| Weighted | ||||||||
| Number of | average | |||||||
| broker | exercise price | |||||||
| options | (C$) | |||||||
| Balance, December 31, 2023 | $ | |||||||
| Expired – February 2024 | ( | ) | ||||||
| Expired – April 2024 | ( | ) | ||||||
| Balance, December 31, 2024 | ||||||||
| Balance, December 31, 2024 (i) | ||||||||
| Issued – September 2025 (ii) | ||||||||
| Balance, September 30, 2025 | ||||||||
| 25 |
| (i) | |
| (ii) |
Schedule of Estimated Using Black-Scholes Valuation Model for Fair Value of Broker Options
| Grant Date | Risk free interest rate | Dividend yield | Volatility | Stock price | Weighted average life | |||||||||||||||
| (i) March 2023 | % | % | % | C$ | ||||||||||||||||
| (ii) September 2025 | % | % | % | C$ | ||||||||||||||||
Schedule of Broker Exercise Price
| Exercise | Number of | Grant date Fair value | ||||||||||
| Expiry date | price (C$) | broker options | ($) | |||||||||
| $ | $ | |||||||||||
| $ | $ | |||||||||||
| i) | |
| ii) |
Stock options
Outstanding stock options at September 30, 2025, and December 31, 2024 were as follows:
Schedule of Stock Options
| Weighted | ||||||||
| average | ||||||||
| Number of | exercise price | |||||||
| stock options | (C$) | |||||||
| Balance, December 31, 2023 | $ | |||||||
| Granted August 1, 2024 | $ | |||||||
| Expired October 24, 2024 | ( | ) | $ | |||||
| Expired October 31, 2024 | ( | ) | $ | |||||
| Balance, December 31, 2024 | $ | |||||||
| Balance, December 31, 2024 | $ | |||||||
| Expired April 20, 2025 | ( | ) | $ | |||||
| Balance, September 30, 2025 | $ | |||||||
The following table reflects the stock options issued and outstanding as of September 30, 2025:
Schedule of Actual Stock Options Issued and Outstanding
| Number of | ||||||||||||||||||
| remaining | Number of | options | ||||||||||||||||
| Exercise | contractual | options | vested | Grant date | ||||||||||||||
| price (C$) | life (years) | outstanding | (exercisable) | fair value ($) | ||||||||||||||
| $ | ||||||||||||||||||
| 26 |
The
vesting of stock options during the three and nine months ending September 30, 2025, resulted in stock based compensation expense of
$
Restricted Share Units
Effective March 25, 2020, the Board of Directors approved a Restricted Share Unit (“RSU”) Plan to grant RSUs to its officers, directors, key employees and consultants.
Outstanding RSUs at September 30, 2025 and December 31, 2024 were as follows:
Schedule of Restricted Share Units
| Weighted | ||||||||
| average | ||||||||
| grant date | ||||||||
| fair value | ||||||||
| Number of | per share | |||||||
| shares | (C$) | |||||||
| Unvested as at December 31, 2023 | $ | |||||||
| Granted (i, ii) | $ | |||||||
| Vested | ( | ) | $ | |||||
| Forfeited | ( | ) | $ | |||||
| Unvested as at December 31, 2024 | $ | |||||||
| Unvested as at December 31, 2024 | $ | |||||||
| Forfeited | ( | ) | $ | |||||
| Vested | ( | ) | ||||||
| Unvested as at September 30, 2025 | $ | |||||||
| (i) | ||
| (ii) |
The
vesting of RSU’s during the three and nine months ending September 30, 2025, resulted in a (recovery) of stock based compensation
expense and stock based compensation expense of $(
11. Deferred Share Units
Effective April 21, 2020, the Board of Directors approved a Deferred Share Unit (“DSU”) Plan to grant DSUs to its directors. The DSU Plan permits the eligible directors to defer receipt of all or a portion of their retainer or compensation until termination of their services and to receive such fees in the form of cash at that time.
Upon vesting of the DSUs or termination of service as a director, the director will be able to redeem DSUs based upon the then market price of the Company’s Common Share on the date of redemption in exchange for cash.
| 27 |
Outstanding DSUs at September 30, 2025 and December 31, 2024 were as follows:
Schedule of Deferred Share Units
| Weighted | ||||||||
| average | ||||||||
| grant date | ||||||||
| fair value | ||||||||
| Number of | per share | |||||||
| shares | (C$) | |||||||
| Unvested as at December 31 2023 | $ | |||||||
| Granted | $ | |||||||
| Vested | ( | ) | $ | |||||
| Unvested as at December 31 2024 | $ | |||||||
| Unvested as at December 31 2024, and September 30, 2025 | $ | |||||||
The
vesting of DSU’s during the three and nine months ended September 30, 2025, resulted in stock based compensation expense of $
12. Commitments and Contingencies
EPA and IDEQ Obligations
As stipulated in the agreement with the EPA and as described in Note 8, the Company is required to make two types of payments to the EPA and IDEQ, one for historical water treatment cost-recovery to the EPA, and the other for ongoing water treatment. Water treatment costs incurred through December 2021 are payable to the EPA, and water treatment costs incurred thereafter are payable to the IDEQ. The IDEQ (as done formerly by the EPA) invoices the Company on an annual basis for the actual water treatment costs, which may exceed the recognized estimated costs significantly. When the Company receives the water treatment invoices, it records any liability for actual costs over and above any estimates made and adjusts future estimates as required based on these actual invoices received. The Company is required to pay for the actual costs regardless of the periodic required estimated accruals and payments made each year.
During the three months ended September 30, 2025, the Company commenced discussions with the EPA and the IDEQ to advance a second amendment to the Amended Settlement Agreement. Specifically, the Company is seeking a restructure of the ongoing obligations to the EPA and IDEQ.
Crescent Legal Proceeding
On July 28, 2021, a lawsuit was filed in the U.S. District Court for the District of Idaho brought by Crescent Mining, LLC (“Crescent” or “Plaintiff”). The named defendants include Placer Mining, Robert Hopper Jr., and the Company. The lawsuit alleges that Placer Mining and Robert Hopper Jr. intentionally flooded the Crescent Mine during the period from 1991 and 1994, and that the Company is jointly and severally liable with the other defendants for unspecified past and future costs associated with the presence of acid mine drainage in the Crescent Mine. The Plaintiff requested unspecified damages. On September 20, 2021, the Company filed a motion to dismiss Crescent’s claims against it, contending that such claims are facially deficient. On March 2, 2022, the court granted in part and denied in part the Company’s motion to dismiss. The court granted the Company’s motion to dismiss in respect of Crescent’s cost recovery claim under CERCLA Section 107(a), and declaratory judgment, tortious interference, trespass, nuisance and negligence claims. These claims were dismissed without prejudice. The court denied the motion to dismiss filed by Placer Mining Corp. for Crescent’s trespass, nuisance and negligence claims. Crescent later filed an amended complaint on April 1, 2022. Placer Mining Corp. and Bunker Hill Mining Corp are named as co-defendants. Bunker Hill responded to the amended filing, refuting and denying all allegations made in the complaint except those that are assertions of fact as a matter of public record. The Company believes Crescent’s lawsuit is without merit and is defending the claims on behalf of itself and Placer Mining Corp. pursuant to an indemnification granted by Company of Placer Mining Corp. granted pursuant to the sale and purchase agreement executed between the companies for the Mine on December 15, 2021. During the nine months ended September 30, 2025, the Company 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.
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13. Deferred Tax liability
The
Company incurred
Current
liabilities at September 30, 2025, and December 31, 2024, include an income tax payable of $
A valuation allowance is provided for deferred tax assets for which it is more likely than not that the related tax benefits will not be realized. The Company analyzes its deferred tax assets and, if it is determined that the Company will not realize all or a portion of its deferred tax assets, it will record or increase a valuation allowance. Conversely, if it is determined that the Company will likely ultimately be able to realize all or a portion of the related benefits for which a valuation allowance has been provided, all or a portion of the related valuation allowance will be reduced.
14. Operating Expenses
Schedule of Operating Expenses
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Three Months Ended | Nine Months Ended | |||||||||||||||
| September 30, | September 30 | |||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Operating expenses | ||||||||||||||||
| General administration expenses | $ | $ | $ | $ | ||||||||||||
| Salaries, wages, and consulting fees | ||||||||||||||||
| Total | ||||||||||||||||
15. Related party transactions
The Company’s key management personnel have the authority and responsibility for planning, directing and controlling the activities of the Company and consists of the Company’s executive management team and management directors.
Schedule of Related Party Transactions
| Three Months Ended | Three Months Ended | Nine Months Ended | Nine Months Ended | |||||||||||||
| September 30, | September 30, | September 30, | September 30, | |||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Consulting fees & wages | $ | $ | $ | $ | ||||||||||||
At
September 30, 2025 and September 30, 2024, $
Sprott Transactions
In
January 2025, the Company drew $
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In
January 2025, the Company issued
On June 5, 2025, the following transactions relating to Sprott occurred:
Equity Raise Participation
Sprott
Streaming acquired
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 $
Sprott Streaming Debt Settlements
On
June 5, 2025, we and Silver Valley entered into the debt settlement agreements with Sprott Streaming (collectively, the “Sprott
Debt Settlement Agreements”), pursuant to which an aggregate of
In
July 2025, the Company issued
Teck Transactions
As a greater than 10% holder in the Company’s equity, Teck is a related
party. On
March 21, 2025, the Company closed an unsecured promissory note for an aggregate principal amount of up to $
On
June 5, 2025, the Company closed a non-brokered private placement (the “Non-Brokered Offering”) with Teck Resources Limited
for
On
September 29, 2025, the Company, closed the brokered private placement (the “Brokered Offering”) for aggregate cash consideration
of $
16. Geographic and Segment Information
The
Company has
17. Subsequent Events
Equity Transactions
On
October 6, 2025, the Company issued
On
October 14, 2025, the Company granted
On October 22, 2025, the Company issued
On October 27, 2025, the Company granted
On October 27, 2025, the Company announced announce that its wholly-owned subsidiary Silver Valley Metals Corp., has 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. Under the terms of the
agreement, Bunker Hill will acquire 100% of Silver Dollar’s interest in the Ranger-Page Mines for total consideration of $
On October 28, 2025, the Company issued
Silver Loan
On November 10, 2025, the Company closed the six tranche of the Silver
Loan in the principal amount of $
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Item 2. Management’s Discussion and Analysis of Financial Condition or Plan of Operation
The following management’s discussion and analysis of the consolidated financial results and condition of Bunker Hill Mining Corp. (collectively, “we,” “us,” “our,” “Bunker Hill” or the “Company”) for the three and nine months ended September 30, 2025, has been prepared based on information available to us as of November 12, 2025. This discussion should be read in conjunction with the unaudited Condensed Consolidated Financial Statements and notes thereto included herewith and the audited Consolidated Financial Statements of Bunker Hill for the year ended December 31, 2024, and the related notes thereto filed with our Annual Report on Form 10-K, which have been prepared in accordance with U.S. GAAP. This discussion and analysis contains forward-looking statements that involve risks, uncertainties, and assumptions. Our actual results, performance, or achievements may differ materially from those anticipated in these forward-looking statements as a result of many factors, including, but not limited to, those set forth elsewhere in this report. See “Cautionary Note Regarding Forward-Looking Statements.”
All currency amounts are expressed in U.S. dollars.
Description of Business
Corporate Information
The Company was incorporated under the laws of the State of Nevada, U.S.A on February 20, 2007, under the name Lincoln Mining Corp. On February 11, 2010, the Company changed its name to Liberty Silver Corp and subsequently, on September 29, 2017, the Company changed its name to Bunker Hill Mining Corp. The Company’s registered office is located at 1802 N. Carson Street, Suite 212, Carson City Nevada 89701, and its Canadian office is located at 300-1055 West Hastings Street Vancouver, British Columbia, V6E 2E9, and its telephone number is 604.417.7952. The Company’s website is www.bunkerhillmining.com. Information appearing on the website is not incorporated by reference into this report.
Overview and Outlook
Our primary focus is the development and restart of our 100% owned Bunker Hill Mine (the “Bunker Hill Mine”) in Kellogg, Idaho, USA. The Bunker Hill Mine was the largest single producing mine by tonnage in the Silver Valley region of northwest Idaho, producing over 165 million ounces of silver and 5 million tons of base metals between 1885 and 1981. The Bunker Hill Mine is located within Operable Unit 2 of the Bunker Hill Superfund site (EPA National Priorities Listing IDD048340921), where cleanup activities have been completed.
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The Company was incorporated for the initial purpose of mineral exploration at the Bunker Hill Mine. The Company has moved into the development stage concurrent with (i) purchasing the mine and a process plant, (ii) completing successive technical and economic studies, including an early-stage analysis that assesses the viability of a potential mining project, providing a preliminary assessment of its economic and technical feasibility (“Prefeasibility Study”), (iii) delineating mineral reserves, and (iv) advancing the construction of the facilities for commissioning and operations in the first half of 2026, with nameplate 1,800 tons per day production expected in 2026.
Current External Factors Impacting our Business
In 2022, the United States Geological Survey included zinc as one of the primary metals at Bunker Hill along with lead and silver as a critical material that is essential to the U.S. economy and national security. Zinc uses include incorporation in metal products, rubber and medicines. About three-fourths of zinc used is consumed as metal, mainly as a coating to protect iron and steel from corrosion (galvanized metal), as alloying metal to make bronze and brass, as zinc-based die casting alloy, and as rolled zinc.
Due to the dominance of China over certain critical materials production, including zinc, the U.S. government is taking certain actions to support the domestic critical materials supply chain, including tax incentives and federal loan programs specifically designed to support critical materials producers, and to strengthen the defense industrial base with respect to critical minerals. During the first nine months of 2025, we have monitored the many federal actions of President Trump and his Administration, including executive orders covering critical minerals and materials, including zinc. On January 20, 2025, President Trump issued the “Unleashing American Energy” Executive Order, which included (1) several urgent critical mineral directives, including the immediate review of all agency actions that potentially burden the development of domestic energy resources with particular attention to critical minerals; (2) directing the Secretary of Energy to ensure that critical mineral projects, including the processing of critical minerals, receive consideration for federal support; and (3) directing the Secretary of Defense to consider the needs of the U.S. in supplying and maintaining the national defense stockpile to provide a robust supply of critical minerals, which will create jobs and prosperity at home, strengthen supply chains for the U.S. and its allies, and reduce the global influence of malign and adversarial states.
In March 2025, President Trump issued the “Immediate Measures to Increase American Mineral Production” Executive Order. In this Executive Order, President Trump directed the federal agencies, including the Export – Important Bank of the US (“EXIM”), to unlock the permitting, funding and issuance of off-take agreements for critical minerals. The Executive Order includes near-term actions to be determined and implemented by the federal agencies to mobilize capital for mineral producers and create off-take agreements for the strategic stockpiling of minerals critical to the United States’ defense, technology and energy.
Since early 2025 and continuing into the third quarter of 2025, the Trump Administration has announced several potential and/or increased tariffs and other trade restrictions on the imports to the United States. These restrictions are in response to China’s export restrictions in critical minerals as well as other general trade negotiations with other nations. These tariffs and trade restrictions may have an impact on the Company’s ability to secure materials for construction or operations of our project, and could result in additional support by the U.S. government in creating a diversified secure U.S. supplies of critical metals, including the future production of the Bunker Hill Mine.
In addition, the impacts of other external influences (such as the Russia/Ukraine war and conflicts in the Middle East, including the Israel war) have further focused the U.S. government on the importance of implementing secure domestic supply chains, including for critical and base metal materials. The Company monitors and continues to pursue the participation in these initiatives as they are critical to the production of domestic defense and other technologies.
Results of Operations
The following discussion and analysis provides information that is believed to be relevant to an assessment and understanding of the results of operation and financial condition of the Company for the three and nine months ended September 30, 2025, and September 30, 2024.
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Comparison of the three and nine months ended September 30, 2025 and 2024
Revenue
During the three and nine months ended September 30, 2025, and 2024, respectively, we generated no revenue.
Expenses
During the three months ended September 30, 2025, and 2024, we reported total operating expenses of $3,169,344 and $3,434,359, respectively. The decrease in total operating expenses was primarily due to the Company moving to a smaller team of contractors to continue the construction of the process plant and complete other preconstruction matters during the quarter ended September 30, 2025.
During the nine months ended September 30, 2025, and 2024, we reported total operating expenses of $9,189,110 and $11,372,104, respectively. The decrease in total operating expenses was primarily due to the Company moving to a smaller team of contractors to continue the construction of the process plant and complete other preconstruction matters during the nine months ended September 30, 2025.
Net Income and Comprehensive Income
We had net loss of $28,078,565 for the three months ending September 30, 2025 (compared to $8,078,972 for the three months ended September 30, 2024). The loss for the three months ended September 30, 2025 was primarily a loss on the fair value of silver loan of $11,909,903 for the three months ended September 30, 2025, compared to $2,109,601 for the three months ended September 30, 2024 and financing costs of $2,344,226 ($589,142 for the three months ended September 30, 2024) relating to a bought deal equity raise that occurred during the three months ended September 30, 2025. Additionally, the Company recognized $6,469,025 loss on issuance of warrants relating to the bought deal equity raise compared to $nil for the three months ended September 30, 2024.
We had net loss of $14,078,417 for the nine months ending September 30, 2025 (compared to a loss of $17,563,412 for the nine months ended September 30, 2024). The loss for the nine months ended September 30, 2025, was primarily a loss on the fair value of the silver loan of $20,939,850 for the nine months ended September 30, 2025, compared to $2,109,601 for the nine months ended September 30, 2024. Additionally, the Company incurred financing costs of $3,359,092 ($589,142 for the nine months ended September 30, 2024) relating to debt and equity transactions that occurred during the nine months ended September 30, 2025. Additionally, the Company recognized $6,469,025 loss on issuance of warrants relating to the bought deal equity raise compared to $nil for the nine months ended September 30, 2024. The net loss for the nine months ended September 30, 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 gain of $737,000 for the nine months ended September 30, 2024), due to updated key assumptions including commodity prices and timing of production.
We had a comprehensive loss of $31,222,203 and $11,838,284 for the three and nine months ended September 30, 2025 (comprehensive loss of $11,395,198 and $20,115,504 for the three and nine months ended September 30, 2024), respectively. Comprehensive (loss) income for the three and nine months ending September 30, 2025, is inclusive of a $(3,143,638) loss and $2,240,133 gain on change in fair value on own credit risk (loss of $3,316,226 and $2,552,092 for the three and nine months ended September 30, 2024).
Liquidity and Capital Resources
Current Assets and Total Assets
As of September 30, 2025, the Company had total current assets were $38,245,577, compared to total current assets of $9,332,639 at December 31, 2024 – an increase of $28,912,938; and total assets of $149,921,624, compared to total assets of $97,601,550 at December 31, 2024 – an increase of $52,320,074. During the nine months ended September 30, 2025, our current and non-current assets increased due to debt and equity financings that occurred partially offset by cash expenditures on the process plant and additions to the Bunker Hill Mine.
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Current Liabilities and Total Liabilities
As of September 30, 2025, our total current liabilities of $12,962,760 and total liabilities of $132,899,318, compared to total current liabilities of $29,644,412 and total liabilities of $149,736,915 at December 31, 2024.
Total liabilities decreased due to the termination and exchange of the stream obligation under the Exchange Agreement (discussed in Note 9 to the financial statements), the repayment of $6,000,000 of principal on the Sprott debt facility through the issuance of Common Stock, the repayment of the Teck promissory note in full all of which occurred in the nine months ending September 30, 2025 and a decrease in accounts payable and accrued liabilities as the Company utilized the equity raise to decrease its current obligations to its vendors, all of which occurred in June 2025. This was offset by an $11,000,000 drawdown on the Sprott debt facility in January 2025 and the $19,026,746 increase in the fair value of the silver loan due to the change in inputs, including an increase in the silver price during the nine months ended September 30, 2025.
As of September 30, 2025, our total liabilities include $32,883,879 of warrants that are classified as a liability under US GAAP, as the instrument is exposed to foreign currency risks other than the changes in the value of the entity’s equity because the strike price of the warrants is denominated in C$ versus US$. Although classified as a liability, it does not represent a future cash outflow to the Company. The Company 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 Shareholders’ Equity
As of September 30, 2025, we had working capital of $25,282,817 and a shareholders’ equity of $17,022,306, compared to working capital deficit of $20,311,773 and shareholders deficiency of $52,135,365, respectively, as of December 31, 2024. The significant improvement in working capital and shareholders equity from December 31, 2025 to September 30, 2025 is primarily the result of a major capital restructuring along with combined equity financings from a brokered and non-brokered private placement, debt settlements and a bought deal equity raise during the first nine months of 2025.
Cash Flow
During the nine months ended September 30, 2025, we had a net cash increase of $29,149,181, primarily due to cash provided by financing activities, specifically proceeds from the issuance of shares of common stock and proceeds from Sprott debt facility, offset by cash used in operating and investing activities primarily related to expenditures on the Bunker Hill Mine process plant.
Subsequent Events
Equity Transactions
On October 6, 2025, the Company issued 2,236,112 shares of common stock in connection with its election to satisfy interest payments under the outstanding convertible debentures for the three months ended September 30, 2025.
On October 14, 2025, the Company granted 3,980,071 RSUs to certain members of management of the Company. The RSUs will vest in one-third increments on October 14, 2025, June 30, 2026 and June 30, 2027, with each RSU vesting into one share of common stock.
On October 22, 2025, the Company issued 83,000 shares of common stock in connection with a stockholder’s warrant exercise. The company received $8,858 in net proceeds after bank fees.
On October 27, 2025, the Company granted 700,000 stock options to a non-related party, of which all vested on the one-year anniversary of the grant date. These options have a 2-year life and are exercisable at C$0.19 per common share.
On October 27, 2025, the Company announced announce that its wholly-owned subsidiary Silver Valley Metals Corp., has 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. Under the terms of the agreement, Bunker Hill will acquire 100% of Silver Dollar’s interest in the Ranger-Page Mines for total consideration of $2,400,000 comprised of 23,333,334 Bunker Hill Common Shares.
On October 28, 2025, the Company issued 925,144 shares of common stock and 925,144 warrants exercisable into one share of common stock at a strike price of C$0.15 with an expiry of March 27, 2026 in connection with a compensation option exercise. The Company received $79,518 in net proceeds after bank fees.
Silver Loan
On November 10, 2025, the Company closed the six 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.
Critical accounting estimates
The preparation of the interim condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and contingent liabilities at the date of the financial statements and reported amounts of expenses during the reporting period. Estimates and judgments are continuously evaluated and are based on management’s experience and other factors, including expectations of future events that are believed to be reasonable under the circumstances. Actual outcomes can differ from these estimates. The key sources of estimation uncertainty that have a significant risk of causing material adjustment to the amounts recognized in the financial statements are:
Share-based payments
Management determines costs for share-based payments using market-based valuation techniques. The fair value of the share awards and warrant liabilities are determined at the date of grant using generally accepted valuation techniques and for warrant liabilities at each balance sheets date thereafter. Assumptions are made and judgment used in applying valuation techniques. These assumptions and judgments include estimating the future volatility of the stock price and expected dividend yield. Such judgments and assumptions are inherently uncertain. Changes in these assumptions affect the fair value estimates.
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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 the Company’s balance sheets and the consolidated statements of operations. Assets are reviewed for an indication of impairment at each reporting date. This determination requires significant judgment. Factors that could trigger an impairment review include, but are not limited to, significant negative industry or economic trends, interruptions in exploration activities or a significant drop in precious metal prices.
Accrued liabilities
The Company has to make estimates to accrue for certain expenditures due to delay in receipt of third-party vendor invoices. These accruals are made based on trends, history and knowledge of activities. Actual results may be different.
The Company makes monthly estimates of its water treatment costs, with a true-up to the annual invoice received from the IDEQ. Using the actual costs in the annual invoice, the Company will then reassess its estimate for future periods. Given the nature, complexity and variability of the various actual cost items included in the invoice, the Company has used the most recent invoice as its estimate of the water treatment costs for future periods.
Incremental Borrowing rate
The Company estimates the incremental borrowing rate to determine the present value of future lease payments. Actual results may be different from estimates.
Borrowing Cost Capitalization rate
The Company makes estimates to determine the percentage of borrowing costs that are capitalized into property plant and equipment. Actual results may be different.
Off-Balance Sheet Arrangements
The Company has no off-balance sheet arrangements.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Not applicable.
Item 4. Controls and Procedures
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Evaluation of Disclosure Controls and Procedures
The Securities and Exchange Commission (“SEC”) defines the term “disclosure controls and procedures” to mean a company’s controls and other procedures of an issuer that are designed to ensure that information required to be disclosed in the reports that it files or submits under the Securities Exchange Act of 1934 (the “Exchange Act”) is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in the reports that it files or submits under the Exchange Act is accumulated and communicated to the issuer’s management, including its principal executive and principal financial officers, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. The Company maintains such a system of controls and procedures in an effort to ensure that all information which it is required to disclose in the reports it files under the Exchange Act is recorded, processed, summarized and reported within the time periods specified under the SEC’s rules and forms and that information required to be disclosed is accumulated and communicated to principal executive and principal financial officers to allow timely decisions regarding disclosure.
As of the end of the period covered by this report, the Company made an evaluation of the effectiveness of the design and operation of the disclosure controls and procedures over financial reporting for the timely alert to material information required to be included in the Company’s periodic SEC reports and of ensuring that such information is recorded, processed, summarized and reported within the time periods specified. This evaluation resulted in the conclusion that the design and operation of the disclosure controls and procedures were effective as of September 30, 2025.
Internal Control Over Financial Reporting
The management of the Company is responsible for the preparation of the financial statements and related financial information appearing in this report. The financial statements and notes have been prepared in conformity with accounting principles generally accepted in the United States of America. The management of the Company also is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. A company’s internal control over financial reporting is defined as a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The Company’s internal control over financial reporting includes those policies and procedures that: i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the Company; and iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Management, including the CEO and CFO, does not expect that the Company’s disclosure controls, procedures and internal control over financial reporting will prevent all error and all fraud. Because of its inherent limitations, a system of internal control over financial reporting can provide only reasonable, not absolute, assurance that the objectives of the control system are met and may not prevent or detect misstatements. Further, over time, control may become inadequate because of changes in conditions or the degree of compliance with the policies or procedures may deteriorate. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within the Company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of simple error or mistake. Additionally, controls can be circumvented if there exists in an individual a desire to do so. There can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.
With the participation of the CEO and CFO, the Company’s management evaluated the effectiveness of the Company’s internal control over financial reporting as of September 30, 2025 to ensure that information required to be disclosed by the Company in the reports filed or submitted by the Company under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, including to ensure that information required to be disclosed by the Company in the reports filed or submitted by the Company under the Exchange Act is accumulated and communicated to the Company’s management, including the Company’s principal executive and principal financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Based on that evaluation, the Company’s CEO and CFO have concluded that the internal control over financial reporting was effective as of September 30, 2025.
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PART II – OTHER INFORMATION
Item 1. Legal Proceedings
Other than as described below, neither the Company nor its property is the subject of any current, pending, or threatened legal proceedings. The Company is not aware of any other legal proceedings in which any director, officer or affiliate of the Company, any owner of record or beneficially of more than 5% of any class of the Company’s voting securities, or any associate of any such director, officer, affiliate or security holder of the Company, is a party adverse to the Company or any of its subsidiaries or has a material interest adverse to the Company or any of its subsidiaries.
On July 28, 2021, a lawsuit was filed in the U.S. District Court for the District of Idaho brought by Crescent Mining, LLC (“Crescent” or “Plaintiff”). The named defendants include Placer Mining, Robert Hopper Jr., and the Company. The lawsuit alleges that Placer Mining and Robert Hopper Jr. intentionally flooded the Crescent Mine during the period from 1991 and 1994, and that the Company is jointly and severally liable with the other defendants for unspecified past and future costs associated with the presence of acid mine drainage in the Crescent Mine. The Plaintiff requested unspecified damages. On September 20, 2021, the Company filed a motion to dismiss Crescent’s claims against it, contending that such claims are facially deficient. On March 2, 2022, the court granted in part and denied in part the Company’s motion to dismiss. The court granted the Company’s motion to dismiss in respect of Crescent’s cost recovery claim under CERCLA Section 107(a), and declaratory judgment, tortious interference, trespass, nuisance and negligence claims. These claims were dismissed without prejudice. The court denied the motion to dismiss filed by Placer Mining Corp. for Crescent’s trespass, nuisance and negligence claims. Crescent later filed an amended complaint on April 1, 2022. Placer Mining Corp. and Bunker Hill Mining Corp are named as co-defendants. Bunker Hill responded to the amended filing, refuting and denying all allegations made in the complaint except those that are assertions of fact as a matter of public record. The Company believes Crescent’s lawsuit is without merit and is defending the claims on behalf of itself and Placer Mining Corp. pursuant to an indemnification granted by Company of Placer Mining Corp. granted pursuant to the sale and purchase agreement executed between the companies for the Mine on December 15, 2021. During the nine months ended September 30, 2025, the Company 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.
Item 1A. Risk Factors
The Company’s business, reputation, results of operations and financial condition, as well as the price of the Company’s common stock, can be affected by a number of factors, whether currently known or unknown, including those described in Part I, Item 1A. “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024 (the “Form 10-K”). When any one or more of these risks materialize from time to time, the Company’s business, reputation, results of operations and financial condition, as well as the price of the Company’s common stock, can be materially and adversely affected. There have been no material changes to the risk factors disclosed in our Form 10-K, except as noted below.
| ● | Access to timely and sufficient capital. The ability to raise sufficient and timely capital before existing cash reserves are exhausted is at risk given the impact of commodity price volatility and market uncertainty related to ongoing Canada-USA trade discussions. This risk is offset to a degree by the significant strengthening of the Company’s balance sheet following the concurrent equity injection and debt restructuring and engagement with US EXIM Bank, but it is nonetheless the most material risk to the Company and its business plan at this time. | |
| ● | Project schedule and budget. The ability to maintain the project on schedule and budget is at risk primarily due to the uncertainty of financing, but also due to general inflationary trends and supply chain pressures. | |
| ● | Hiring and retaining key staff. The ability to recruit in a timely way and then retain key staff is negatively affected by the on-going financing uncertainty and a competitive skilled labor market. This is offset to a degree by use of contractors but is nonetheless a material risk that increases in direct proportion to the degree of financing uncertainty. |
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Item 2. Unregistered Sales of Equity Securities and Use Of Proceeds
Not Applicable.
Item 3. Defaults upon Senior Securities
None.
Item 4. Mine Safety Disclosure
Pursuant to Section 1503(a) of the recently enacted Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), issuers that are operators, or that have a subsidiary that is an operator, of a coal or other mine in the United States are required to disclose in their periodic reports filed with the SEC information regarding specified health and safety violations, orders and citations, issued under the Federal Mine Safety and Health Act of 1977 (the “Mine Act”) by the Mine Safety and Health Administration (the “MSHA”), as well as related assessments and legal actions, and mining-related fatalities.
The following table provides information for the three months ended September 30, 2025:
| Mine | Mine Act §104 Violations (1) | Mine Act §104(b) Orders (2) | Mine Act §104(d) Citations and Orders (3) | Mine Act §110(b)(2) Violations (4) | Mine Act §107(a) Orders (5) | Proposed Assessments from MSHA (In dollars $) | Mining Related Fatalities | Mine Act §104(e) Notice (yes/no) (6) | Pending Legal Action before Federal Mine Safety and Health Review Commission (yes/no) | |||||||||||||||||||||||||
| Bunker Hill Mine | 3 | 0 | 0 | 0 | 0 | $ | 454.00 | 0 | 0 | No | ||||||||||||||||||||||||
| (1) | The total number of violations received from MSHA under §104 of the Mine Act, which includes citations for health or safety standards that could significantly and substantially contribute to a serious injury if left unabated. |
| (2) | The total number of orders issued by MSHA under §104(b) of the Mine Act, which represents a failure to abate a citation under §104(a) within the period of time prescribed by MSHA. |
| (3) | The total number of citations and orders issued by MSHA under §104(d) of the Mine Act for unwarrantable failure to comply with mandatory health or safety standards. |
| (4) | The total number of flagrant violations issued by MSHA under §110(b)(2) of the Mine Act. |
| (5) | The total number of orders issued by MSHA under §107(a) of the Mine Act for situations in which MSHA determined an imminent danger existed. |
| (6) | A written notice from the MSHA regarding a pattern of violations, or a potential to have such pattern under §104(e) of the Mine Act. |
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Item 5. Other Information
None.
Item 6. Exhibits
| Exhibit No. | Document | |
| 4.1†† | Warrant Indenture, dated as of September 29, 2025, between Bunker Hill Mining Corp. and Computershare Trust Company of Canada (incorporated by reference to Exhibit 4.1 to the Form 8-K filed on September 29, 2025) | |
| 10.1† | Bunker Hill Mining Corp. Amended and Restated Restricted Stock Unit Incentive Plan (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on September 23, 2025) | |
| 10.2†† | Form of Subscription Agreement, dated as of September 29, 2025, between Bunker Hill Mining Corp. and the investors party thereto (incorporated by reference to Exhibit 10.1 to the Form 8-K filed on September 29, 2025) | |
| 31.1 | Certification of the Chief Executive Officer pursuant to Rule 13a-14 of the Exchange Act | |
| 31.2 | Certification of the Chief Financial Officer pursuant to Rule 13a-14 of the Exchange Act | |
| 32.1 | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 32.2 | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | |
| 101.INS | Inline XBRL Instance Document | |
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | |
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | |
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | |
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | |
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) |
| † | Management contract or compensatory plan or arrangement. |
| †† | Portions of this exhibit have been omitted in accordance with Item 601(b)(10) of Regulation S-K. The omitted information is not material, and the registrant treats such information as private and confidential. The registrant hereby agrees to furnish supplementally an unredacted copy of this exhibit to the Securities and Exchange Commission upon request. |
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SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has caused this Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: November 13, 2025 | ||
| BUNKER HILL MINING CORP. | ||
| By | /s/ Sam Ash | |
| Sam Ash, Chief Executive Officer and President | ||
In accordance with Section 12 of the Securities Exchange Act of 1934, the Registrant has caused Quarterly Report on Form 10-Q to be signed on its behalf by the undersigned, thereunto duly authorized.
| Date: November 13, 2025 | ||
| BUNKER HILL MINING CORP. | ||
| By | /s/ Gerbrand van Heerden | |
| Gerbrand van Heerden, Chief Financial Officer and Corporate Secretary | ||
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FAQ
What was BHLL’s cash balance at September 30, 2025?
How did Bunker Hill’s equity position change in Q3 2025?
What was BHLL’s Q3 2025 net loss?
How much did BHLL invest in its process plant and mine development?
What changed with the Sprott agreements?
How many BHLL common shares were outstanding recently?
What drove the large non-cash charges in Q3?
