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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): July 30, 2026
BUNKER
HILL MINING CORP.
(Exact
Name of Registrant as Specified in Charter)
| Nevada |
|
333-150028 |
|
32-0196442 |
| (State
or Other Jurisdiction |
|
(Commission |
|
(IRS
Employer |
| of
Incorporation) |
|
File
Number) |
|
Identification
No.) |
1009
McKinley Avenue, Kellogg, Idaho 83837
(Address
of Principal Executive Offices) (Zip Code)
(604)
417-7952
(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 Instruction 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.
On
July 30, 2026, Bunker Hill Mining Corp. (the “Company”) drew US$5.0 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”). 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 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.
Item 5.03 Amendments to Articles
of Incorporation or Bylaws; Change in Fiscal Year.
On August 1, 2026, the board of directors
of the Company (the “Board”) approved and adopted the Amended and Restated Bylaws for the Company (the “Amended
and Restated Bylaws”), which became effective immediately upon adoption. The Amended and Restated Bylaws supersede and replace
the Company’s prior bylaws in full.
The Amended and Restated Bylaws amend
the prior bylaws as follows:
Section 2.5 is added to the Amended
and Restated Bylaws as a new section establishing notice procedures for stockholder proposals for business at the Company’s annual
and special stockholder meetings. Under the new provisions, stockholders must submit a notice to the Board within the prescribed time
periods and with the required information as set forth in Section 2.5.
In the case of an annual meeting,
the notice must be received by the Board by the close of business on a date that is not less than ninety (90) days nor more than one
hundred and twenty (120) days before the first anniversary of the date on which the Company held its annual meeting of stockholders in
the immediately preceding year; and provided however, (A) in the case of an annual meeting of stockholders that is called for a date
which is not within thirty (30) days before or after the first anniversary date of the annual meeting of stockholders in the immediately
preceding year, or (B) in the event that the Company did not have an annual meeting of stockholders in the prior year, any such written
notice of a proposal of a stockholder matter must be received by the Board by the close of business at the Company’s principal
offices on a date that is not more than the later of sixty (60) days prior to the date of the annual meeting or ten (10) days after the
date the Company shall have provided public announcement an annual meeting of stockholders will be held.
In the case of a special meeting of
stockholders, any such written notice of a proposal of a stockholder matter must be received by the Board by the close of business at
the Company’s principal offices on a date that is not more than the later of sixty (60) days prior to the date of the special meeting
or ten (10) days after the date the Company shall have provided public announcement a special meeting of stockholders will be held.
Section 2.5 of the prior bylaws has
been amended to become Section 2.6 of the Amended and Restated Bylaws and the notice procedures for nominating a person to stand for
election as a director of the Company have been modified.
In the case of annual meeting, the
bylaws originally provided that notice of a nomination must be given to the secretary of the Company not less than 30 nor more than 65
days prior to the anniversary of the date of the Company’s prior year annual meeting of the stockholders or in the event that the
annual meeting is for a date that is less than 50 days after the date on which the Company first provided public notice of the meeting
date than notice of nominations is due 10 days after the date of such public notice. The Amended and Restated Bylaws provide that by
the close of business on a date that is not less than 60 nor more than 120 days prior to the anniversary of the date on which the Company
held its annual meeting of stockholders in the immediately preceding year; and provided however, (A) in the case of an annual meeting
of stockholders that is called for a date which is not within thirty (30) days before or after the first anniversary date of the annual
meeting of stockholders in the immediately preceding year, or (B) in the event that the Company did not have an annual meeting of stockholders
in the prior year, any such notice of a nomination must be received by the close of business at the Company’s principal offices
on a date that is not more than the later of sixty (60) days prior to the date of the annual meeting or ten (10) days after the date
the Company shall have provided public announcement an annual meeting of stockholders will be held.
In the case of the special meeting
of stockholders, the prior bylaws originally provided that notice was due not later than the 15th day following public notice
of the meeting date. The Amended and Restated Bylaws provide that notice must be received by the close of business on a date that is
not more than the later of sixty (60) days prior to the date of the special meeting or ten (10) days after the date the Company shall
have provided public of the meeting date.
New Section 2.6 was also amended to
add in provisions regardign the universal proxy requirements under Rule 14a-19 of the Securities Exchange Act of 1934, as amended (the
“Exchange Act”). Section 2.6 also requires a nominating stockholder to provide specified information regarding the proposed
nominee and the nominating stockholder, together with reasonable evidence of compliance with Rule 14a-19(a)(3), in advance of the applicable
stockholder meeting.
Section 2.9 of the bylaws was amended
to change the quorum requirements for meetings of the stockholders. The prior bylaws provided that two (2) stockholders, represented
in person or by proxy, representing at least 5% of the issued stock entitled to vote at the meeting, constituted a quorum at a meeting
of stockholders. The Amended and Restated Bylaws provide that stockholders, represented in person or by proxy, representing at least
33 1/3% of the issued stock entitled to vote at the meeting, shall constitute a quorum at a meeting of stockholders; provided, however,
that where a separate vote by class or series or classes or series is required, at least 33 1/3% of the outstanding shares of such class
or series or classes or series represented in person or by proxy shall constitute a quorum entitled to take action with respect to the
vote on that matter.
Section
2.9 of the bylaws was amended to change the voting requirements for actions taken by stockholders at a meeting of the stockholders. The
prior bylws provided that the affirmative vote of a majoroty of the shares represented at the meeting and entitled to vote on the subject
matters shall be the act of the stockholders, unless the vote of a greater number of voting by classes is required by law or the Articles
of Incorporation. The Amended and Restated Bylaws provide that, in the election of directors, a plurality of the votes present at the
meeting shall elect a director. Any other action shall be authorized by a majority of the votes cast on the matter except where the Articles
of Incorporation or the NRS prescribes a different percentage of votes and/or a different exercise of voting power. In determining the
number of votes cast for or against a proposal or nominee, shares abstaining from voting on a matter will not be treated as a vote cast.
A non-vote by a broker will be counted for purposes of determining a quorum but not for purposes of determining the number of votes cast
on a matter determined to be non-routine under applicable law, rules and regulations.
Section
2.14 of the prior bylaws which provided for certain rights of dissent for certain stockholder matters beyond those set forth in the NRS
was deleted in its entirety.
Certain other conforming and clarifying
revisions were made to the prior bylaws which do not materially impact stockholder rights under the Amended and Restated Bylaws.
The foregoing description of the Amended
and Restated Bylaws is qualified in its entirety by reference to the full text of the Amended and Restated Bylaws, which is filed as
Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item
7.01 Regulation FD.
On
July 31, 2026, the Company issued a press release discussing its draw from the Facility.
A
copy of the press release is attached to this report as Exhibit 99.1. In accordance with General Instruction B.2 of Form 8-K, the information
set forth herein and in the press release is deemed to be “furnished” and shall not be deemed to be “filed” for
purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and shall not be incorporated by
reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act,
except as shall be expressly set forth by specific reference in such filing. The information set forth in Item 7.01 of this report shall
not be deemed an admission as to the materiality of any information in this report on Form 8-K that is required to be disclosed solely
to satisfy the requirements of Regulation FD.
Item
9.01 Exhibits.
Exhibit
Number |
|
Description |
| 3.1 |
|
Amended and Restated Bylaws of Bunker Hill Mining Corp. |
| 99.1 |
|
Press Release dated July 31, 2026 |
| 104 |
|
Cover
Page Interactive Data File-the cover page interactive data file does not appear in the Interactive Data File because its XBRL tags
are embedded within the Inline XBRL document. |
SIGNATURES
In
accordance with the requirements of the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
| |
BUNKER
HILL MINING CORP. |
| |
|
|
| DATE:
August 6, 2026 |
By: |
/s/
Sam Ash |
| |
|
Sam
Ash |
| |
|
President
and Chief Executive Officer |
Exhibit 99.1

BUNKER
HILL SHIPS FIRST CONCENTRATE TO TRAIL SMELTER AND ANNOUNCES DRAWDOWN OF STANDBY FACILITY
KELLOGG,
IDAHO | VANCOUVER, BRITISH COLUMBIA, July 31, 2026 – Bunker Hill Mining Corp. (“Bunker Hill” or the “Company”)
(TSX:BNKR | OTCQB:BHLL) is pleased to announce the first shipment of concentrate to Teck Resources Limited’s (“Teck”)
Trail Smelter.
“With
the successful commissioning of our new 1,800 ton per day (“tpd”) processing plant, the Bunker Hill team is proud
to have begun generating revenue from the sale of concentrate for the first time since the Bunker Hill Mine ceased operations more than
45 years ago,” said Sam Ash, President and Chief Executive Officer of Bunker Hill. “This represents a defining milestone
in the Company’s redevelopment and validates the dedication of our team in safely bringing one of America’s most historic
mining operations back into production. While we continue to optimize plant performance through commissioning, we remain focused on achieving
full commercial production by year-end.”
CONCENTRATE
SHIPMENT MILESTONE
The
locally recruited Bunker Hill operations team is completing the final phases of commissioning the Company’s newly constructed processing
plant and associated tailings filter press to the point where the facility can operate on a 24-hour, seven-day-a-week basis.
The
rapid progression from construction through commissioning reflects the quality of the engineering, construction, and commissioning program
led by Bunker Hill’s team, together with key project partners including Gypsy Life LLC, Ausenco, Mountain West Industrial, Metso
Corporation, and numerous local contractors.
As
is typical during the ramp-up of a new processing facility, the Company expects to continue optimizing plant performance and implementing
routine operational refinements as it advances toward full commercial production, targeted by the end of 2026. Management remains confident
in the operation given the quality of the plant construction, the successful commissioning achieved to date, and the experience of the
operating team. The commencement of concentrate production marks a significant step in the successful restart of the Bunker Hill Mine
following more than four decades of closure and rehabilitation.
Concentrate
produced at Bunker Hill is analyzed by Silver Valley Analytical Inc. before being transported approximately 140 miles (220 kilometres)
to Teck’s integrated lead and zinc smelting complex in Trail, British Columbia, where it is processed under the Company’s
offtake arrangements.
PROCESSING
PLANT
The
Bunker Hill processing plant is in Kellogg, Idaho, approximately 3.5 miles (5.6 kilometres) from the underground mine portal at Wardner.
Designed to process 1,800 tpd, the facility incorporates modern crushing, grinding, and differential flotation circuits to produce separate
lead and zinc concentrates for sale.
Flotation
tailings are dewatered using a state-of-the-art filter press, with the resulting filter cake either incorporated into underground paste
backfill or placed in the Company’s dry-stack tailings storage facility. This approach reduces water consumption, minimizes environmental
impact, and supports safer, more efficient underground mining operations.
The
processing facility is the one of the largest and most modern mills in Idaho’s historic 25-mile-long Silver Valley. It exceeds
the processing capacities of nearby operations, including Hecla Mining’s Lucky Friday Mine (1,100 tpd) and Americas Gold and Silver’s
Galena Mine (500 tpd), positioning Bunker Hill as a significant processing asset within the district.
Importantly,
the plant has been designed with future growth in mind and can be expanded to approximately 2,500 tons per day with relatively modest
incremental capital, providing flexibility as additional mineral resources are converted into mineable reserves and incorporated into
future mine plans.
Construction
of the paste backfill plant at the Wardner mine site is substantially complete, and final commissioning is expected within the next three
weeks. Once operational, the facility will provide paste backfill to underground mining operations, improving mining efficiency, supporting
ground stability, and enhancing overall mine productivity
PHOTO
GALLERY



DRAWDOWN
OF STANDBY FACILITY
Bunker
Hill announces that it has drawn US$5 million under its existing standby facility (the “Standby Facility”),
provided to the Company by Teck, together with its affiliates, providing additional financial flexibility as the Company continues the
ramp-up of operations at the Bunker Hill Mine in Kellogg, Idaho.
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.
“This
drawdown provides additional liquidity at an important stage in our ramp-up,” said Sam Ash. “With the processing plant
operating, concentrate shipments underway and production continuing to increase, this facility strengthens our balance sheet and provides
additional flexibility as we execute our operating plan and work toward achieving commercial production.”
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.
ABOUT
BUNKER HILL MINING CORP.
Bunker
Hill Mining Corp. is a U.S.-based mining company focused on the restart and operation 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.
Additional
information is available at www.bunkerhillmining.com and on SEDAR+ and EDGAR.
On
behalf of Bunker Hill Mining Corp.
Sam
Ash
President
and Chief Executive Officer
For
additional information, please contact:
Brenda
Dayton
Vice
President, Investor Relations
T:
604.417.7952
E:
brenda.dayton@bunkerhillmining.com
Cautionary
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 include, but are not limited to, statements regarding: the Company’s objectives, goals or future
plans, including the ramp up of the Bunker Hill Mine and the anticipated timing thereof; whether construction of the paste backfill plant
at the Wardner mine site will be completed, the timing of such completion and whether operations at the Wardner mine site will improve
efficiency and productivity; the use of proceeds resulting from the drawdown of the Standby Facility; and the achievement of future short-term,
medium-term and long-term operational strategies. Forward-looking statements reflect material expectations and assumptions, including,
without limitation, expectations and assumptions relating to: Bunker Hill’s ability to develop future mining plans and strategies
and whether such plans will be developed in the near term; Bunker Hill’s ability to receive sufficient project financing for the
ramp-up 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 ramp-up the Bunker Hill Mine towards commercial production 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 of 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).