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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): November 10, 2025
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
1.01 | Entry
into a Material Definitive Agreement. |
On
November 10, 2025, Bunker Hill Mining Corp., a Nevada corporation (the “Company”) and the Company’s wholly-owned
subsidiary, Silver Valley Metals Corp. (“Silver Valley”), entered into an amendment to the secured promissory note
purchase agreement dated August 8, 2024 (the “NPA Amendment”), as previously amended by a first amendment to secured
promissory note purchase agreement dated November 11, 2024, and a second amendment to secured promissory note purchase agreement dated
June 5, 2025 (as amended, the “NPA”), with Monetary Metals Bond III LLC to, amongst other things, extend the availability
date for advances thereunder from June 30, 2025 to January 31, 2026. The NPA is secured by security interests over all assets, properties
and undertakings of the Company and Silver Valley.
The
foregoing description of the NPA Amendment does not purport to be complete and is qualified in its entirety by the full text of the NPA
Amendment, which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.
| Item
2.03 | Creation
of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement
of a Registrant. |
Reference
is made to the disclosure set forth in Item 1.01 of this Current Report on Form 8-K, which disclosure is incorporated by reference into
this Item 2.03.
| Item
7.01 | Regulation
FD Disclosure. |
On
November 10, 2025, the Company issued a press release regarding the NPA Amendment. A copy of the press release is furnished as Exhibit
99.1 hereto and is incorporated herein by reference.
The
information set forth in this Item 7.01, including the information set forth in Exhibit 99.1, is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except
as shall be expressly set forth by specific reference in such a filing.]
| Item
9.01 | Financial
Statements and Exhibits. |
| (d) |
|
Exhibits. |
| |
|
|
| Exhibit
No. |
|
Description |
| 10.1 |
|
Third Amendment to Secured Promissory Note Purchase Agreement, dated as of November 10, 2025, by and among Bunker Hill Mining Corp., Silver Valley Metals Corp., and Monetary Metals Bond III LLC |
| |
|
|
| 99.1 |
|
Press Release, dated as of November 10, 2025 |
| |
|
|
| 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. |
| |
|
| Dated:
November 14, 2025 |
By: |
/s/
Sam Ash |
| |
Name: |
Sam
Ash |
| |
Title: |
President
and CEO |