Bunker Hill Mining credit facility draws total $20M
The Silver47 combination remains conditional on final court and stock exchange approvals, with closing anticipated on or about November 5, 2026.
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Rhea-AI Filing Summary
Bunker Hill Mining Corp. drew an additional US$2.0 million under its Teck standby facility on October 26, bringing total outstanding draws under that facility to US$10.0 million. It also drew the full US$10.0 million available under the Ocean Partners facility; together, the drawdowns provided US$20,000,000 to support mine ramp-up, working capital and operating activities. The Teck facility is repayable on demand.
Stockholders approved the Silver47-related charter amendment and share issuance proposals. The amendment, conditioned on closing, would increase authorized common shares from 100,000,000 to 400,000,000; the approved proposal authorizes issuance of up to 51,965,961 shares to former Silver47 securityholders, including shares issuable upon exchange or settlement of Silver47 convertible securities and a 2% buffer. Silver47 shareholders also approved the transaction on October 27. Closing remains subject to customary conditions, including final court and stock exchange approvals, and Bunker Hill anticipated it on or about November 5, 2026. The company says it is transporting concentrates to market and remains on track for commercial production by the end of Q4 2026.
8-K Event Classification
Key Figures
Key Terms
uncommitted demand revolving standby prepayment facility financial
capitalized quarterly in arrears financial
nameplate capacity technical
first-ranking security interest financial
FAQ
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported):
(Exact name of Registrant as Specified in Its Charter)
| (State
or Other Jurisdiction of Incorporation) |
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File Number) |
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Employer Identification No.) |
(Address of principal executive offices) (zip code)
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||
| None |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
Teck Facility Draw
On October 26, 2026, Bunker Hill Mining Corp. (the “Company” or “Bunker Hill”) drew an additional US$2.0 million under its uncommitted demand revolving standby prepayment facility established pursuant to the Standby Prepayment Facility Agreement, dated as of June 5, 2025 (the “Facility”), by and among the Company, Silver Valley Metals Corp. (together with its successors and permitted assigns, “SV Borrower”), and Teck Metals Ltd. (the “Lender”). Following the draw on October 26, 2026, the total draw on the Teck Facility outstanding is US$10.0 million. The proceeds from the drawdown will be used to support working capital requirements and ongoing operational activities as the Company advances toward full commercial production.
As previously disclosed in the Company’s Form 8-K as filed on June 11, 2025, the Facility permits revolving draws up to an aggregate maximum principal amount of US$10.0 million and is uncommitted and repayable on demand. The availability period ends on the earliest of (i) June 30, 2028, (ii) the date on which the project reaches 90% of nameplate capacity, and (iii) termination of the facility by the Lender, in each case subject to the terms and conditions therein. Amounts repaid may be reborrowed during the availability period, and each advance must be at least US$500,000. Amounts drawn bear interest at 13.5% per annum from their funding date to June 30, 2027, and a rate equal 15.0% per annum thereafter, subject to automatic increases. Interest is calculated on a 360-day year and capitalized quarterly in arrears. Upon an event of default, default interest accrues at the applicable rate plus 3.0% per annum.
The Company’s obligations under the Facility are secured by a first-ranking security interest over substantially all property and assets of the obligors, subject to permitted liens.
The foregoing description of the material terms of the Facility is qualified in its entirety by reference to the Standby Prepayment Facility Agreement, dated June 5, 2025, which was filed as Exhibit 10.34 to the Company’s Registration Statement on Form S-1 filed with the Securities and Exchange Commission on June 27, 2025 and the description of the Facility contained in the Company’s 8-K as filed on June 11, 2025, which is incorporated herein by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
As previously announced, on August 20, 2026, Bunker Hill, entered into an Arrangement Agreement (the “Arrangement Agreement”) with Silver47 Exploration Corp., a British Columbia corporation (“Silver47”), and agreed to a strategic business combination transaction pursuant to a plan of arrangement under the Business Corporations Act (British Columbia) (the “Arrangement”).
On October 28, 2026, Bunker Hill held a special meeting of stockholders (the “Special Meeting”) in connection with the Arrangement. At the close of business on September 24, 2026, the record date of the Special Meeting, there were 47,207,589 shares of common stock, par value $0.000001 per share, of Bunker Hill (“Bunker Hill Common Stock” and each share of Bunker Hill Common Stock, a “Bunker Hill Share”) issued and outstanding, each of which was entitled to one vote with respect to the proposals voted on at the Special Meeting. A total of 27,295,759 shares of Bunker Hill Common Stock, representing approximately 57.8% of the issued and outstanding Bunker Hill Shares entitled to vote at the Special Meeting, were present in person or by proxy at the Special Meeting, constituting a quorum. The tables below detail the final voting result for each proposal voted on at the Special Meeting.
Proposal 1: The Charter Amendment Proposal
To approve the amendment to the Articles of Incorporation of Bunker Hill, as amended, conditioned upon the closing of the Arrangement, to increase the number of authorized shares of Bunker Hill Common Stock from 100,000,000 shares to 400,000,000 shares (the “Charter Amendment Proposal”). The following votes were cast at the Special Meeting (in person or by proxy) on the Charter Amendment Proposal, and the Charter Amendment Proposal was approved:
| For | Against | Abstain | Broker Non-Votes | |||
| 25,847,044 | 1,444,013 | 4,702 | - |
Proposal 2: The Share Issuance Proposal
To approve the issuance of up to 51,965,961 Bunker Hill Shares to former Silver47 securityholders in connection with the Arrangement (including the Bunker Hill Shares issuable upon the exchange or settlement of convertible securities issued by Silver47, as applicable) (the “Share Issuance Proposal”). The total number of Bunker Hill Shares authorized for issuance pursuant to the Share Issuance Proposal also includes a 2% buffer to account for administrative and clerical matters. The following votes were cast at the Special Meeting (in person or by proxy) on the Share Issuance Proposal, and the Share Issuance Proposal was approved:
| For | Against | Abstain | Broker Non-Votes | |||
| 25,949,684 | 1,327,715 | 18,360 | - |
Item 7.01. Regulation FD Disclosure.
On October 28, 2026, Bunker Hill issued a press release announcing the approval of the Charter Amendment Proposal and the Share Issuance Proposal at the Special Meeting. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.
The information provided under Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished and is not deemed to be “filed” with the SEC for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section and is not incorporated by reference into any filing of Bunker Hill under the Securities Act of 1933, as amended, or the Exchange Act, whether made before or after the date hereof, except as shall be expressly set forth by specific reference to this Current Report on Form 8-K in such a filing.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 99.1 | Press Release, dated October 28, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
Bunker Hill MINING Corp. | ||
| Date: October 28, 2026 | By: | /s/ Sam Ash |
| Sam Ash | ||
| President and CEO | ||
Exhibit 99.1
BUNKER HILL SHAREHOLDERS VOTE TO APPROVE
BUSINESS COMBINATION WITH SILVER47 EXPLORATION CORP,
AS COMPANY COMPLETES DRAWDOWNS OF OCEAN PARTNERS AND TECK FACILITIES SUPPORTING RAMP-UP TO COMMERCIAL PRODUCTION BY END Q4 2026
KELLOGG, IDAHO | VANCOUVER, BRITISH COLUMBIA, October 28, 2026 – Bunker Hill Mining Corp. (“Bunker Hill” or the “Company”) (TSX: BNKR | OTCQB: BHLL) is pleased to announce that Bunker Hill stockholders approved all matters voted on at the special meeting of stockholders (the “Meeting”) held today in Kellogg, Idaho, including the charter amendment and share issuance resolutions in connection with the proposed business combination (the “Transaction”) with Silver47 Exploration Corp. (TSXV: AGA | OTCQX: AAGAF | Frankfurt: QP2) (“Silver47”).
The Company is also pleased to announce that it remains on track to achieve commercial production by end Q4 2026, supported by the drawing down of the remaining amounts available under its concentrate prepayment facility (the “Ocean Partners Facility”) with Ocean Partners UK Ltd. (“Ocean Partners”), and its existing standby facility (the “Standby Facility”) provided by Teck Resources Limited, together with its affiliates (“Teck”). Together, the drawdowns provided aggregate proceeds of US$20,000,000 to the Company.
Sam Ash, President and CEO of Bunker Hill stated: “I wish to thank the combined Bunker Hill and Silver 47 shareholders for supporting this exciting transaction that will materially improve their exposure to US-based Silver and Critical Metals. This is a source of remarkable US-based investment value to be unlocked by the re-investment of cash flow generated by the Bunker Hill Mine, which remains on track to achieve commercial production by the end of 2026, supported by the drawdowns from the existing Teck and Ocean Partners facilities.”
Special Meeting
A total of 27,295,759 shares of common stock (“Common Shares”) were represented in person or by proxy at the Meeting, representing approximately 57.82% of the Company’s issued and outstanding Common Shares as of the record date for the Meeting.
All matters submitted to stockholders for approval as set out in the Company’s proxy statement dated September 23, 2026 (the “Proxy Statement”), were approved by the requisite majorities of votes cast at the Meeting.
Of the votes cast at the Meeting: (i) 25,847,044 Common Shares, representing 94.69%, were voted in favour of the Charter Amendment Proposal (as defined in the Proxy Statement); and (ii) 25,949,684 Common Shares, representing 95.07%, were voted in favour of the Share Issuance Proposal (as defined in the Proxy Statement). The detailed voting results for the Meeting will be available under the Company’s SEDAR+ profile at www.sedarplus.ca.
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In addition to the approval by Bunker Hill stockholders, the Silver47 shareholders approved the Transaction at its special meeting of shareholders held on October 27, 2026. Closing of the Transaction remains subject to satisfaction of certain customary conditions, including receipt of final court and stock exchange approvals. Subject to the satisfaction of these conditions, the Company anticipates that closing of the Transaction will occur on or about November 5, 2026. Further details regarding the Transaction, including the principal closing conditions and the anticipated benefits of the Transaction, can be found in the Proxy Statement, which can be found on the Company’s SEDAR+ profile at www.sedarplus.ca and on EDGAR at www.sec.gov.
Ramp-Up to Commercial Production
Fig 1: Zinc Concentrate being loaded into trucks for transport to Teck’s Trail Smelter
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The operation is now transporting Zinc and Lead-Silver concentrates to market - the Zinc to Trail, British Columbia, and the Lead-Silver via Ocean Partners to various buyers. Other highlights include:
| ● | The safety of the expanding Bunker Hill team remains the highest priority. It is now 569 days since the last reportable injury. The quality of front-line supervision and individual commitment to safety and operational improvement remains outstanding and reflective of the exceptional human mining talent available in the remarkable Silver Valley. |
| ● | The underground mining operation is meeting tonnage and grade requirements for this stage of ramp up through mining both UTZ on the 5-Level and part of the recently discovered Cate-8 on the 8-Level. It recently blasted its largest long hole-transverse stope to date: 7000t of ore moved from a 60ft long x 40ft wide x 50ft deep section, a breakthrough to a new level of efficiency and productivity. |
| ● | The average throughput in the plant is now above 1100t/day (excluding down time) with recoveries for both Lead and Zinc averaging >70%, with plant availability targets improving as the maintenance systems evolve, training of the new team advances and mechanical optimization work is executed to plan. This places the plant on track to achieve its commercial targets by the end of 2026. |
2027 Business Planning
The update to the Resource and Reserve Table is being worked on, to incorporate the Cate-8 and other near-mine discoveries. The Company plans to issue this update by the end of 2026.
Working with Ausenco and Tierra Group, the Bunker Hill technical team is progressing its study of a ramp up of production to 2500tpd from 2027, via the construction of a new 6000ft portal nearer to the processing plant, minor enhancements to the existing processing plant and enhancements to the on-site dry-stack tailings facility.
The Company currently expects to issue production guidance for 2027 taking account of the ramp-up to commercial production, exploration and study progress, and associated mine planning by the end of 2026.
Facility Drawdowns
The proceeds of the drawdowns will support the final phases of ramp-up to commercial production at the Bunker Hill Mine, including mechanical optimization in the plant, underground development, and general working capital through the first concentrate sales cycles.
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Ocean Partners Concentrate Prepayment Facility
As previously announced on August 21, 2026, Bunker Hill entered into a concentrate prepayment agreement with Ocean Partners, a current shareholder of Bunker Hill, for a concentrate prepayment facility of up to US$10,000,000. The Company has now drawn the full US$10,000,000 available under the Ocean Partners Facility. The Ocean Partners Facility further strengthens the Company’s partnership with Ocean Partners, a global provider of trading services for miners, smelters, and refiners.
Teck Standby Facility
The Company also announces that it has now drawn the remaining US$2,000,000 available under the Standby Facility, such that the Standby Facility, in the aggregate principal amount of US$10,000,000, is fully drawn. The Standby Facility forms part of the Company’s broader financing strategy and is intended to provide additional capital flexibility during the initial years of operations.
The Company continues to prudently manage its liquidity while focusing on safely increasing production, optimizing plant performance and generating sustainable cash flow.
As Teck and its affiliates have beneficial ownership of, or control or direction over, directly or indirectly, more than 10% of the shares of common stock of the Company, the drawdown between the Company and Teck described above constitutes a “related party transaction” as defined under MI 61-101 – Protection of Minority Security Holders in Special Transactions (“MI 61-101”). This and previous drawdowns of the Standby Facility will be exempt from the minority shareholder approval requirements of MI 61- 101 pursuant to section 5.7(1)(a), as neither the fair market value of the subject matter of, nor the fair market value of the drawdown for, the transactions involving related parties, will in the aggregate exceed 25% of the Company’s market capitalization. The board of directors of the Company has approved the Standby Facility, the related party transactions with Teck, and all other ancillary matters.
About Bunker Hill Mining Corp.
Bunker Hill Mining Corp. is a U.S.-based exploration and development company focused on the restart of its flagship asset, the historic Bunker Hill Mine in northern Idaho’s prolific Silver Valley. One of North America’s most storied mining districts, the Bunker Hill Mine is being redeveloped as a modern producer of zinc, lead and silver concentrates through responsible mining practices and a disciplined approach to operational execution.
The Company’s strategy is centered on creating long-term value through the efficient restart, optimization and expansion of this high-quality asset while maintaining strong environmental stewardship, safety performance and community engagement. Bunker Hill is committed to delivering sustainable growth and maximizing shareholder returns by successfully redeveloping a cornerstone mining operation in the United States.
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Additional information is available at www.bunkerhillmining.com, on SEDAR+ and on EDGAR.
For further information, please contact:
Mark McBride
Vice President, Finance
T: 604.842.1384
E: mark.mcbride@bunkerhillmining.com
Neither the Toronto Stock Exchange nor its Regulation Services Provider accepts responsibility for the adequacy or accuracy of this news release. No securities regulatory authority has reviewed or approved the contents of this news release.
Cautionary Statements Regarding Forward-Looking Statements
Certain statements in this news release are forward-looking and involve a number of risks and uncertainties. Such forward-looking statements are within the meaning of that term in Section 27A of the U.S. Securities Act of 1933, as amended, and Section 21E of the U.S. Securities Exchange Act of 1934, as amended, as well as within the meaning of the phrase ‘forward-looking information’ in the Canadian Securities Administrators’ National Instrument 51-102 – Continuous Disclosure Obligations (collectively, “forward-looking statements”). Forward-looking statements are not comprised of historical facts. Forward-looking statements include estimates and statements that describe the Company’s future plans, objectives or goals, including words to the effect that the Company or management expects a stated condition or result to occur. Forward-looking statements may be identified by such terms as “believes”, “anticipates”, “expects”, “estimates”, “may”, “could”, “would”, “will”, “plan” or variations of such words and phrases.
Forward-looking statements in this news release may include, without limitation: Bunker Hill’s ability to receive sufficient project financing for the restart and development of the Bunker Hill Mine and the anticipated timing thereof, satisfaction of conditions to closing the Transaction, including receipt of final court and stock exchange approvals, and the timing of closing the Transaction; the anticipated use of proceeds from the Ocean Partners Facility and the Standby Facility and Bunker Hill’s ramp-up at the Bunker Hill Mine. Estimates or expectations of future events or results are based upon certain assumptions, which may prove to be incorrect. Forward-looking statements reflect material expectations and assumptions, including, without limitation, expectations and assumptions relating to: Bunker Hill’s ability to receive sufficient project financing for the restart and ongoing development of the Bunker Hill Mine on acceptable terms or at all; the future price of metals; and the stability of the financial and capital markets. Factors that could cause actual results to differ materially from such forward-looking statements include, but are not limited to, those risks and uncertainties identified in public filings made by Bunker Hill with the U.S. Securities and Exchange Commission (the “SEC”) and with applicable Canadian securities regulatory authorities, and the following: the Company’s inability to raise additional capital for project activities, including through equity financings, concentrate offtake financings or otherwise; capital market conditions; restrictions on labor and its effects on international travel and supply chains; failure to identify mineral resources; failure to convert estimated mineral resources to reserves; the preliminary nature of metallurgical test results; the Company’s ability to restart and develop the Bunker Hill Mine and the risks of not basing a production decision on a feasibility study of mineral reserves demonstrating economic and technical viability, resulting in increased uncertainty due to multiple technical and economic risks of failure which are associated with this production decision including, among others, areas that are analyzed in more detail in a feasibility study, such as applying economic analysis to resources and reserves, more detailed metallurgy and a number of specialized studies in areas such as mining and recovery methods, market analysis, and environmental and community impacts and, as a result, there may be an increased uncertainty of achieving any particular level of recovery of minerals or the cost of such recovery, including increased risks associated with developing a commercially mineable deposit, with no guarantee that production will begin as anticipated or at all or that anticipated production costs will be achieved; failure to commence production would have a material adverse impact on the Company’s ability to generate revenue and cash flow to fund operations; failure to achieve the anticipated production costs would have a material adverse impact on the Company’s cash flow and future profitability; delays in obtaining or failures to obtain required governmental, environmental or other project approvals; political risks; changes in equity markets; uncertainties relating to the availability and costs of financing needed in the future; the inability of the Company to budget and manage its liquidity in light of the failure to obtain additional financing, including the ability of the Company to complete the payments pursuant to the terms of the agreement to acquire the Bunker Hill Mine complex; inflation; changes in exchange rates; fluctuations in commodity prices; delays in the development of projects; and capital, operating and reclamation costs varying significantly from estimates and the other risks involved in the mineral exploration and development industry. Although the Company believes that the assumptions and factors used in preparing the forward-looking statements in this news release are reasonable, undue reliance should not be placed on such statements or information, which only applies as of the date of this news release, and no assurance can be given that such events will occur in the disclosed time frames or at all, including as to whether or when the Company will achieve its project finance initiatives, or as to the actual size or terms of those financing initiatives. The Company disclaims any intention or obligation to update or revise any forward-looking information, whether as a result of new information, future events or otherwise, other than as required by law. No stock exchange, securities commission or other regulatory authority has approved or disapproved the information contained herein.
Readers are cautioned that the foregoing risks and uncertainties are not exhaustive. Additional information on these and other risk factors that could affect the Company’s operations or financial results are included in the Company’s annual report and may be accessed through the SEDAR+ website (www.sedarplus.ca) or through EDGAR on the SEC website (www.sec.gov).
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