Bunker Hill Mining (OTCQB: BHLL) shareholders approve TSX-aligned equity plans
Rhea-AI Filing Summary
Bunker Hill Mining Corp. held its 2026 annual stockholders’ meeting on June 11, 2026, approving several governance and compensation items. Stockholders ratified MNP LLP as auditor and re-elected six directors with more than 99% of votes cast in favor for each nominee.
They also approved amendments to the Restricted Stock Unit Plan, raising the maximum issuable shares from 2,648,555 to 3,501,396, equal to 7.5% of common shares as of April 28, 2026. Amendments to the Stock Option Plan updated pricing, insider limits, and eligibility to align with Toronto Stock Exchange requirements. Say-on-pay for named executive officers passed, and 10,915,589 shares were represented, about 23.38% of shares outstanding as of the May 6, 2026 record date.
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8-K Event Classification
Key Figures
Key Terms
Restricted Stock Unit Plan financial
Stock Option Plan financial
broker non-votes financial
non-binding advisory basis financial
forward-looking statements financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On June 11, 2026, the stockholders of Bunker Hill Mining Corp. (the “Company”) approved amendments to the Company’s Restricted Stock Unit Plan (the “Amended RSU Plan”) and Stock Option Plan (the “Amended Option Plan”) at the Company’s annual meeting of stockholders.
Amended Restricted Stock Unit Plan
The Amended RSU Plan increases the maximum number of shares of common stock issuable thereunder from 2,648,555 shares to 3,501,396 shares, representing 7.5% of the Company’s issued and outstanding common shares as of April 28, 2026.
The Amended RSU Plan also revises the insider participation limits to provide that the maximum number of shares issued under the Amended RSU Plan and any other security-based compensation arrangement of the Company during any 12-month period to insiders of the Company, as a group, may not exceed 10% of the Company’s issued and outstanding common shares, calculated as of the applicable grant date.
In addition, the Amended RSU Plan removes certain restrictions previously applicable to consultants, permits participation by persons providing investor relations services to the Company, revises the stockholder approval requirements applicable to certain plan amendments, and clarifies the Board’s authority to make amendments necessary to comply with applicable regulatory requirements, including the requirements of the Toronto Stock Exchange (“TSX”).
The Amended RSU Plan further includes administrative, housekeeping and compliance-related amendments to reflect the Company’s graduation from the TSX Venture Exchange (“TSX-V”) to the TSX, including revisions to participant eligibility provisions, replacement of certain TSX-V-specific provisions and terminology, and related conforming changes.
Amended Stock Option Plan
The Amended Option Plan revises the minimum exercise price of options granted thereunder to provide that the exercise price of an option may not be less than the closing price of the Company’s common shares on the TSX on the date of grant.
The Amended Option Plan also removes certain vesting restrictions and other requirements previously applicable to options granted to persons providing investor relations services, revises the insider participation limits to conform to TSX requirements, removes certain limitations applicable to consultants and investor relations service providers, and clarifies the Board’s authority to make amendments necessary to comply with applicable regulatory requirements, including the requirements of the TSX.
The Amended Option Plan further includes administrative, housekeeping and compliance-related amendments to reflect the Company’s graduation from the TSX-V to the TSX, including revisions to participant eligibility provisions, replacement of certain TSX-V-specific provisions and terminology, and related conforming changes.
A more detailed description of the Amended RSU Plan and the Amended Option Plan is contained in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on May 13, 2026 (the “Proxy Statement”) under the headings “Approval of Amendments to the Restricted Stock Unit Incentive Plan” and “Approval of Amendments to the Stock Option Plan,” respectively, which descriptions are incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
Results of Annual Meeting of Shareholders
On June 11, 2026, the Company held its 2026 annual meeting of stockholders in person in Kellogg, Idaho. As of the record date, May 6, 2026, there was a total of 46,685,293 fully paid and non-assessable shares of common stock issued and outstanding, with each share of common stock carrying the right to one vote. At the annual meeting, 10,915,589 shares of common stock were represented in person or by proxy; therefore, a quorum was present. The final voting results for the matters submitted to a vote of stockholders were as follows:
Proposal No. 1 - Ratification of Independent Registered Public Accounting Firm Proposal
The Company’s stockholders ratified the appointment of MNP LLC, Chartered Professional Accountants, as the Company’s independent auditors for the fiscal year ending December 31, 2026. The voting results were 10,881,025 shares “FOR,” 9,251 shares “AGAINST,” 19,313 abstentions, and 0 broker non-votes.
Proposal No. 2 - Election of Directors Proposal
To elect the following nominees to serve as members of the Company’s board of directors:
| Nominee Name | Votes For | Votes Withheld | Broker Non-Votes | ||
| Sam Ash | 8,413,006 | 15,006 | 2,481,577 | ||
| Mark Child | 8,412,379 | 15,633 | 2,481,577 | ||
| Mark Cruise | 8,413,293 | 14,719 | 2,481,577 | ||
| Kelli Kast | 8,410,761 | 17,251 | 2,481,577 | ||
| Pam Saxton | 8,410,345 | 17,667 | 2,481,577 | ||
| Richard Williams | 8,415,834 | 12,178 | 2,481,577 |
Proposal No. 3 - Amended and Restated Restricted Stock Unit Incentive Plan Proposal
The Company’s stockholders approved the Amended RSU Plan. The voting results were 8,330,041 shares “FOR,” 94,018 shares “AGAINST,” 3,952 abstentions, and 2,481,578 broker non-votes.
Proposal No. 4 – Stock Option Plan Proposal
The Company’s stockholders approved the Amended Option Plan. The voting results were 8,297,476 shares “FOR,” 116,421 shares “AGAINST,” 14,114 abstentions, 2,481,578 broker non-votes.
Proposal No. 5 – Compensation of Named Executive Officers Proposal
The Company’s stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, as disclosed in the Proxy Statement. The voting results were 8,354,720 shares “FOR,” 47,132 shares “AGAINST,” 26,159 abstentions, and 2,481,578 broker non-votes.
Item 7.01 Regulation FD
On June 11, 2026, the Company issued a press release announcing the voting results of its 2026 annual meeting of stockholders held in Kellogg, Idaho.
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 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 Financial Statements and Exhibits.
| (d) | Exhibits. The following Exhibits are furnished as part of this Current Report on Form 8-K. |
| Exhibit No. | Description | |
| 99.1* | Press Release dated June 11, 2026 | |
| 104 | Cover Page Interactive Data File (formatted as inline XBRL) |
*The Exhibit relating to Item 7.01 is intended to be furnished to, not filed with, the SEC pursuant to Regulation FD.
SIGNATURES
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: June 15, 2026 | By: | /s/ Sam Ash |
| Sam Ash | ||
| President and Chief Executive Officer | ||
Exhibit 99.1
BUNKER HILL MINING ANNOUNCES ELECTION OF DIRECTORS
AND VOTING RESULTS FROM THE 2026 ANNUAL GENERAL MEETING OF STOCKHOLDERS
KELLOGG, IDAHO | VANCOUVER, BRITISH COLUMBIA, June 11, 2026 – Bunker Hill Mining Corp. (“Bunker Hill” or the “Company”) (TSX: BNKR | OTCQB: BHLL) is pleased to announce the voting results from its annual general meeting of stockholders (the “Meeting”) held on June 11, 2026, in Kellogg, Idaho.
A total of 10,915,589 shares of common stock (“Common Shares”) were represented in person or by proxy at the Meeting, representing approximately 23.38% of the Company’s issued and outstanding Common Shares as of the record date.
All matters submitted to stockholders for approval as set out in the Company’s proxy statement dated May 11, 2026 (the “Proxy Statement”) were approved by the requisite majority of votes cast at the Meeting.
ELECTION OF DIRECTORS
The following six nominees were elected as directors of the Company to hold office until the next annual meeting of stockholders or until their successors are elected or appointed:
| Nominee | Votes For | % For | Votes Withheld | % Withheld | ||||
| Sam Ash | 8,413,006 | 99.82% | 15,006 | 0.18% | ||||
| Mark Child | 8,412,379 | 99.81% | 15,633 | 0.19% | ||||
| Mark Cruise | 8,413,293 | 99.83% | 14,719 | 0.17% | ||||
| Kelli Kast | 8,410,761 | 99.80% | 17,251 | 0.20% | ||||
| Pam Saxton | 8,410,345 | 99.79% | 17,667 | 0.21% | ||||
| Richard Williams | 8,415,834 | 99.86% | 12,178 | 0.14% |
APPOINTMENT OF AUDITOR
Shareholders approved the ratification of MNP LLP’s re-appointment as the Company’s auditor for the ensuing year.
OTHER MATTERS
Shareholders also approved (i) the Company’s amended and restated restricted stock unit incentive plan, (ii) the amended and restated stock option plan, and (iii) on a non-binding advisory basis, the compensation of the Company’s named executive officers, as more particularly described in the Proxy Statement.
“We appreciate the continued support of our shareholders as we advance the restart of the Bunker Hill Mine and transition toward production,” said Sam Ash, Chief Executive Officer of Bunker Hill Mining. “The past year has been transformative for the Company, and we remain focused on executing our operational plans safely, responsibly and efficiently while creating long-term value for all stakeholders.”
The detailed voting results for the Meeting will be available under the Company’s profile on SEDAR+ at www.sedarplus.ca.
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 Coeur d’Alene mining district. This renowned silver, zinc, and lead deposit is being advanced using modern exploration techniques and responsible development practices to unlock its full potential. The 1,800tpd operation is due to start in June 2026.
The Company’s strategy is centered on efficiently revitalizing this high-quality asset to deliver long-term value, while upholding strong environmental and operational standards. Bunker Hill is committed to maximizing shareholder returns through the disciplined redevelopment of one of North America’s most storied mining operations.
Additional information is available at www.bunkerhillmining.com and on the SEDAR+ website (www.sedarplus.ca) or through EDGAR on the SEC website (www.sec.gov).
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 restart and development of the Bunker Hill Mine and the anticipated timing thereof. 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).